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

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April 17, 2025

Dear Four Corners Property Trust, Inc. Stockholder:

You are cordially invited to the Four Corners Property Trust, Inc. 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Thursday, June 5, 2025 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/FCPT2025 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 seven 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, 2025, (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 2025 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 2024 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.

 

NOTICE IS HEREBY GIVEN that the 2025 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/FCPT2025 on Thursday, June 5, 2025, at 9:30 a.m., Pacific Time, for the following purposes:

We know of no other matters to come before the Annual Meeting. Only stockholders of record at the close of business Friday, April 4th, 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 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2025. Our Proxy Statement and 2024 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.

Dated: April 17, 2025

Mill Valley, California

 

This proxy statement will first be made available to stockholders on or about April 17, 2025. 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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 5, 2025, at 9:30 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/FCPT2025, 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 17, 2025. 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 2025 Annual Meeting of Stockholders TO BE HELD ON JUNE 5, 2025. Our Proxy Statement and 2024 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.

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.

The purpose of the Annual Meeting is to:

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.

The close of business on Friday, April 4, 2025, 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 99,972,006 shares of common stock. Each share of common stock is entitled to one vote. Votes may not be cumulated in the election of directors.

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:

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 seven 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, 2025, 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, 2025. Pursuant to the rules of the NYSE, the election of directors and the non-binding advisory vote on executive

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.”

The Annual Meeting will be held on Thursday, June 5, 2025, at 9:30 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/FCPT2025. 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 5, 2025, 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/FCPT2025 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.

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.

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.

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 seven 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.

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.

The Board recommends that you vote as follows:

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

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/FCPT2025 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.

The Board currently has eight directors. In March 2025, John Moody announced that he would not stand for re-election at the Annual Meeting. Mr. Moody intends to remain on the Board until the 2025 Annual Meeting. At the conclusion of the Annual Meeting, the size of the Board will be reduced to seven members. Additionally, in March 2025, the Board, at the recommendation of the Nominating and Governance Committee, elected Douglas Hansen to succeed Mr. Moody as the Chairperson of the Board, subject to Mr. Hansen’s re-election to the Board at the 2025 Annual Meeting.

The seven 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 2026 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.”

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.

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, 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 approximately 10 years as an investment professional at Farallon Capital Management, LLC. Mr. Lenehan also served as a director of Macy’s, Inc. from April 2016 to October 2024. 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.

Douglas B. Hansen is the Chairperson Elect of the Board and joined the Board in 2015. Mr. Hansen is also the chairperson of our Compensation Committee and a member of our Investment 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 Compensation Committee. Since December 2024, Mr. Jemley has acted as an advisor to LANDED. Additionally, since August 2024, Mr. Jemley has served on the board of First Watch Restaurants Group Inc. and is the chairperson of the Audit Committee. From January 2020 to May 2024, Mr. Jemley 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 U.S. 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 Bachelor of Arts in accounting from the University of Louisville and holds a Master of Business Administration degree 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.

Barbara Jesuele is a Director and joined the Board in 2023. Ms. Jesuele is a member of the Nominating and Governance 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 Bachelor of Arts 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 the Nominating and Governance Committee and a member of our Audit and Risk 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 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 Compensation Committee and Audit and Risk Committee. Ms. Steele has extensive experience in the real estate, capital markets and asset management. Ms. Steele currently serves as Snapchat’s Global Lead for its Real Estate Portfolio and Transactions. Previous to her role at Snapchat, Ms. Steele held a role as Google’s Global Director of Real Estate Asset Management and Co-Lead Google’s Affordable Housing Fund from 2021 until 2024. Prior to that, Ms. Steele was Google’s Real Estate Portfolio Lead from 2018 until 2021. 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 U.S. 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.

Liz Tennican is a Director and joined the Board in 2020. Ms. Tennican is a member of our Investment 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 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, 2025. 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 2025. 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 following table summarizes the fees billed by KPMG LLP for professional services rendered to us for 2024 and 2023.

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.

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 2024.

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 and financial 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 2024 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 2025 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 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:

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 2024, 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.

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 – Governance – Governance Documents, 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, 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.

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 Secretary at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.

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 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 Chairperson Elect of the Board is Douglas Hansen, who has extensive experience as a director and executive in numerous real estate companies, including founding a REIT. For more information, see Mr. Hansen’s biography above under “Proposal One: Election of Directors—Nominees for Election as 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.

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 current committee structure and members on each of our committees:

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 – Governance – Governance Documents.

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:

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 that served on the Audit and Risk Committee in 2024 is financially literate in accordance with the NYSE listing requirements and that Mr. Jemley, Ms. Ogilvie, Ms. Steele and Ms. Tennican are each an “audit committee financial expert” under applicable SEC rules and regulations. The Audit and Risk Committee met nine times in 2024.

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

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 2024.

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

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 Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”), the Compensation Committee has the power to delegate the authority to approve 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.

For fiscal year 2024, 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 2024.

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

The Investment Committee met eight times in 2024.

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.

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.

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.

We believe that a diverse board not only promotes 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.

The Nominating and Governance Committee continues to annually review and assess 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.

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 – Governance – Governance Documents.

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 Investors – Governance – Governance Documents. 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.

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to all our personnel, including directors, officers and employees and other covered persons. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. In addition, 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.

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, 2024, all of our non-employee directors and named executive officers were in compliance with our stock ownership policy.

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 Secretary at 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. In general, any stockholder communication delivered to our 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.

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 6, 2024 attended the 2024 Annual Meeting of stockholders held on June 6, 2024.

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.

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, 2024, the Audit Committee (i) reviewed and discussed with management our audited consolidated financial statements as of December 31, 2024, 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 and the letter 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, 2024.

The Audit and Risk Committee:

Charles L. Jemley, Chairperson

Marran H. Ogilvie

Toni Steele

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.

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 2025 Annual Meeting of Stockholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The Compensation Committee:

Douglas B. Hansen, Chairperson

Charles L. Jemley

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.

Our director compensation policy 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, subject to continued service. 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, subject to continued service.

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 2024, Mr. Jemley and Mmes. Ogilvie 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, if applicable, 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 2024. The Company will also reimburse each of the directors for his or her out-of-pocket expenses incurred in connection with the performance of his or her Board duties.

On June 6, 2024, at our 2024 Annual Meeting of stockholders, Mr. Moody, as the Chairperson of our Board, was granted an award of 7,288 RSUs and each other non-employee director then-serving on the Board was granted an award of 4,859 RSUs. Each such RSU award is scheduled to vest on June 6, 2025 and will be settled in stock following vesting (unless the applicable director elects to defer such settlement, as described above).

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, 2024, all of our non-employee directors were in compliance with our Stock Ownership Policy.

The following table presents information regarding the compensation earned in 2024 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—2024 Summary Compensation Table.” Mr. Lenehan does not receive any compensation for his services as a member of the Board, including any grants of RSUs.

The table below shows the aggregate number of unvested RSU awards held as of December 31, 2024 by each non-employee director who was serving as of December 31, 2024.

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

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

Patrick Wernig has served as our Chief Financial Officer since May 2024. Prior to his appointment as Chief Financial Officer and Treasurer, Mr. Wernig served as our Managing Director of Acquisitions from January 2022 to May 2024. Prior to that role, Mr. Wernig served as Director of Acquisitions from December 2018 to January 2022 and VP of Acquisitions from June 2016 to December 2018. Prior to joining the Company in 2016, Mr. Wernig spent 2013 to 2016 at J.P. Morgan’s investment banking group focused on clients in the real estate and gaming sectors. While at J.P. Morgan, Patrick worked on Darden’s real estate monetization effort, including the eventual creation and Spin-Off of FCPT. Additionally, Patrick covered numerous net lease clients, assisting with advisory projects and capital raising across asset classes. Mr. Wernig began his career as an equity research analyst at Barclays Capital based in London, U.K. received his Bachelor of Science in Business Administration and Master of Business Administration degree from Georgetown University.

Gerald R. Morgan served as our Chief Financial Officer from 2015 to May 2024. 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 Bachelor of Science 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 Bachelor of Arts in German from Macalester College and his Juris Doctorate from UCLA School of Law.

This section describes the material components of our executive compensation program for our named executive officers.

Our named executive officers for the year ended December 31, 2024 and their positions are as follows:

Mr. Morgan retired as our Chief Financial Officer effective in May 2024. In connection with his retirement, Mr. Morgan assumed an advisory role with the Company through September 2024, after which he became a consultant. Mr. Wernig was appointed as our Chief Financial Officer effective in May 2024.

2024 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 2024:

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 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:

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 2024 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).

 

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

eligible to earn an annual bonus in an amount that ranged from 0% to 150% of his target annual bonus opportunity. When determining results of the annual incentive compensation program, the Board considers the Company’s progress towards its Environmental, Social and Governance (“ESG”) efforts.

Further, beginning in 2025, we updated our long-term equity incentive compensation program to include an AFFO Per Share Growth metric in addition to the Company’s RSR and TSR goals (as defined and described below). We believe that this change furthers the goal of rewarding our named executive officers for sustainable earnings growth on a per-share basis, directly reflecting the Company’s ability to generate increasing on-going cash flows per share available to shareholders over a three-year performance period.

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.

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.

In 2024, 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 2024, 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 2024.

In 2024, 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.

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: (i) assist in comparing our executive compensation to that of our peers and (ii) analyze trends in compensation in the marketplace, generally, and specific compensation program design changes among our peers, more specifically.

With respect to 2024, 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 2024 for reviewing the executive compensation program.

The peer group reflected the following changes from our 2023 peer group, which were made with the goal of maintaining a peer group with core businesses as similar to the Company’s as possible:

The removal of each company from the peer group was a result of a corporate change whereby the company was acquired.

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 2024 annual meeting, approximately 97.7% of the votes cast were voted in favor of our say-on-pay proposal. The Compensation Committee considered these 2024 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 2026.

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 2024, 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 the named executive officer’s contribution to the Company’s strong performance in 2023, taking into account the base salaries of similarly situated executive officers at the Company’s peers. 

Our named executive officers’ base salaries for 2024 are set forth in the table below.

The Company’s named executive officers were eligible to earn discretionary annual performance bonuses for the calendar year 2024 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 Compensation Committee believes that each component of the performance criteria furthers the goal of the Company’s compensation program to align named executive officers’ compensation with creating long-term shareholder value.

The target annual bonus opportunities of the named executive officers for calendar year 2024 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”. Each named executive officer was eligible to earn an annual bonus for 2024 in an amount that ranged from 0% to 150% of his target annual bonus opportunity.

The Compensation Committee determined each named executive officer’s annual bonus amount for 2024 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 2024 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. Therefore, the named executive officers received their annual bonuses as follows: (i) with respect to an amount up to the executive’s 2024 target annual bonus opportunity (or, with respect to Mr. Lenehan, up to 100% of his 2024 annual base salary), in cash and (ii) with respect to the amount earned above their target annual bonus

opportunity (or, for Mr. Lenehan, above his annual base salary), in the form of fully vested shares of our common stock issued to the executives on January 22, 2025 under our 2015 Plan. The number of shares issued to each of the executives is displayed in the chart below and was determined based on the closing price of the Company’s common stock on January 22, 2025 ($27.48).

In 2024, 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 2024, 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 (other than Mr. Wernig) aggregate target value for his annual long-term incentive award in recognition of each executive’s strong performance during calendar year 2023 and to motivate future performance and further align the interests of our named executive officers and our stockholders. The aggregate target values of the executives’ 2024 annual long-term incentive awards are displayed in the table below. Each executive’s long-term equity incentive award for calendar year 2024 was granted 50% in the form of performance-based RSUs (which we refer to as “performance-based restricted stock” in this proxy statement) and 50% in the form of time-based RSUs (which we refer to as “time-based restricted stock” in this proxy statement). However, in anticipation of Mr. Morgan’s anticipated retirement in 2024, his long-term equity incentive award was granted solely in the form of time-based restricted stock.

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 – 60,551 shares of time-based restricted stock and a target award of 60,551 shares of performance-based restricted stock; (ii) Mr. Morgan – 10,227 shares of time-based restricted stock; (iii) Mr. Brat – 12,644 shares of time-based restricted stock and a target award of 12,644 shares of performance-based restricted stock; and (iv) Mr. Wernig – 10,766 shares of time-based restricted stock and a target award of 10,766 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.

Time-Based Restricted Stock. The shares of time-based restricted stock granted to Messrs. Lenehan, Wernig and Brat in 2024 will vest in equal installments on each of the first three anniversaries of the grant date, and those shares of time based-restricted stock granted to Mr. Morgan in 2024 will vest in equal installments on the first two anniversaries of the grant date, in each case, 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 2024 (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, 2024 and ending on the earlier of December 31, 2026 and the date on which a “change in control” (as defined in the 2015 Plan) is consummated (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 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, as described below. 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.

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.

In the event of a change in control, the Company’s TSR goals will be pro-rated to reflect the shortened Performance Period. In addition, 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 a number of Target Shares and/or 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.

In connection with Mr. Wernig’s promotion to Chief Financial Officer in May 2024, the Company granted to Mr. Wernig 12,611 shares of time-based restricted stock, which vest in full on the third anniversary of the grant date, subject to Mr. Wernig’s continued employment with the Company through the applicable vesting date.

On January 22, 2025, the Compensation Committee and the Board determined that the performance-based restricted stock granted in 2022 to Messrs. Lenehan, Morgan, Wernig and Brat with a performance period ended on December 31, 2024 vested above the target amounts resulting in 108.4% vesting of all shares subject to such awards. Our TSR over the performance period was 14.1%, and our relative TSR was above the threshold goal of the 33rd percentile.

Clawback Policy with Respect to Stock Awards. Certain time-based restricted stock and performance-based restricted stock award agreements and our executive employment agreements in effect for 2024 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 maintain 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.

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.”

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 2024, we matched up to 4% of each employee’s salary, subject to applicable statutory compensation limitations.

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

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, 2024, all of our named executive officers were in compliance with our stock ownership policy.

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) purchasing our securities on margin or pledging our securities as collateral. In addition, all of our officers and directors are prohibited from holding out securities in margin accounts or otherwise pledging our securities as collateral.

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 2024 and, accordingly, increase the amount of distributions paid in 2023 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.

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, 2024, 2023 and 2022.

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, 2024.

In 2024, we were party to employment agreements with each of our named executive officers (the “Employment Agreements”). The below describes the Employment Agreement in effect for Mr. Morgan prior to his retirement as our Chief Financial Officer in May 2024, as well as his Transition Agreement, which became effective in connection with his retirement.

The term of the Employment Agreements with Messrs. Lenehan, Morgan and Brat 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, the executives executed amendments to their Employment Agreements extending the term of employment to April 30, 2024. The Employment Agreements for Lenehan and Brat were further amended and restated in 2024, as described below.

Under the Employment Agreements, Messrs. Lenehan, Morgan and Brat are 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.

Under these Employment Agreements, if any executive’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 applicable Employment Agreement), 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.

These Employment Agreements further provide that if the executive’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 executive 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 executive’s employment is terminated due to his death or “disability” (as defined in the applicable Employment Agreement), 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.

The Employment Agreements provide 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 the executives 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.

In March 2024, we entered 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:

In connection with Mr. Wernig’s appointment as the Company’s Chief Financial Officer, the Company and Mr. Wernig entered into an Employment Agreement on April 24, 2024. Pursuant to the Employment Agreement, he will receive (i) a $420,000 annual base salary, (ii) a target annual bonus opportunity equal to 70% of his annual base salary and (iii) a target annual equity-based award opportunity equal to $520,000. The other terms and conditions of Mr. Wernig’s Employment Agreement are consistent with those set forth in the Employment Agreement (as amended by the A&R Employment Agreement) for Mr. Brat, as described above.

In connection with Mr. Morgan’s retirement as the Company’s Chief Financial Officer, the Company and Mr. Morgan entered into a Transition Agreement, effective as of May 3, 2024, which was amended on September 17, 2024 (the “Transition Agreement”).

Under the Transition Agreement, Mr. Morgan served as an advisor to the Company and remained in this part-time employment position until September 30, 2024. During this period, Mr. Morgan was entitled to receive the following payments and benefits: (i) a base salary in the amount of $50,000 per month and (ii) continued vesting of his outstanding Company equity awards. In addition, Mr. Morgan remained eligible to earn an annual cash bonus for the Company’s fiscal year 2024, pro-rated for the period in which Mr. Morgan was employed as the Company’s Chief Financial Officer.

On October 1, 2024, Mr. Morgan became a consultant of the Company and will remain in service with the Company until February 28, 2026 (unless his service is earlier terminated in accordance with the Transition Agreement). During this period, Mr. Morgan will be entitled to receive the following payments and benefits: (i) a consulting fee in the amount of $8,000 per month, (ii) continued vesting of his outstanding Company equity awards and (iii) Company-paid healthcare coverage.

Under the Transition Agreement, on a termination of Mr. Morgan’s employment or service by the Company without “cause” (as defined in the Transition Agreement), Mr. Morgan will be entitled to receive the following payments and benefits:

The payments and benefits described above are subject to Mr. Morgan’s execution and non-revocation of a general release of claims in favor of the Company and continued compliance with customary restrictive covenants and are in addition to any accrued amounts or any earned but unpaid consulting fees.

In addition, under the Transition Agreement, Mr. Morgan acknowledged and agreed to continue to comply with his existing restrictive covenant arrangements with the Company.

The following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2024.