SEC Form DEF 14A filed by Getty Realty Corporation

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Getty Realty Corp., a Maryland corporation (the “Company”), will be held on April 22, 2025 at 2:30 p.m. Eastern Time in a virtual format only. You will not be able to attend the Annual Meeting in person. To be admitted to the virtual Annual Meeting, you should go to www.virtualshareholdermeeting.com/GTY2025 and enter the control number found on your proxy card (“Proxy Card”), voting instruction form or Notice of Internet Availability of Proxy Materials. You will be deemed present and may vote at the virtual Annual Meeting by following the instructions available on the meeting website during the meeting.

As set forth in the attached proxy statement, the Annual Meeting will be held for the following purposes:

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Proxy Statement accompanying this Notice more fully describes the proposals to be voted on at the Annual Meeting.

Only stockholders of record at the close of business on February 26, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

On or about March 13, 2025, we are furnishing proxy materials to our stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability of Proxy Materials”) instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, and our Annual Report to Stockholders. We believe that this process gives us the opportunity to serve our stockholders more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail. The Notice of Internet Availability of Proxy Materials instructs you how to access and review the proxy materials and our Annual Report beginning on March 13, 2025. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your proxy over the internet.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND COMPLETE A PROXY CARD FOR YOUR SHARES AS SOON AS POSSIBLE. YOU MAY VIA THE INTERNET AUTHORIZE A PROXY HOLDER TO VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS ON THE WEBSITE INDICATED IN THE NOTICE MAILED TO YOU REGARDING THE AVAILABILITY OF PROXY MATERIALS. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, YOU SHOULD PROVIDE INSTRUCTIONS TO YOUR BROKER, BANK, NOMINEE OR OTHER INSTITUTION ON HOW TO VOTE YOUR SHARES. YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. IF YOU VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE VIA THE MEETING WEBSITE, THAT VOTE WILL REVOKE ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED. IF YOU HOLD SHARES IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, THEN, IN ORDER TO VOTE YOUR SHARES VIA THE MEETING WEBSITE DURING THE MEETING, YOU MUST ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

 

This Proxy Summary highlights information contained elsewhere in this Proxy Statement. This Proxy Summary does not contain all the information that you should consider before voting. Please carefully read the complete Proxy Statement and Getty’s Annual Report on Form 10-K before voting.

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Getty Realty Corp. (hereinafter called the “Company” or “Getty”), to be voted at the Annual Meeting to be held in a virtual format only at www.virtualshareholdermeeting.com/GTY2025 on April 22, 2025 at 2:30 p.m. Eastern Time, and at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes of (1) electing six directors to Getty’s Board of Directors; (2) holding an advisory vote to approve named executive officer compensation; and (3) ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

At the close of business on February 26, 2025, the record date for stockholders entitled to notice of and to vote at the Annual Meeting, there were 55,027,697 shares of Getty common stock outstanding. Only the holders of record of our common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each outstanding share of common stock is entitled to one vote. The shares of common stock vote as a single class. In order to constitute a quorum at the Annual Meeting, there must be present virtually or represented by proxy stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting as of the record date.

Under Maryland law, shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker, bank, nominee or other record holder which are present virtually or by proxy at the Annual Meeting, but with respect to which such broker, bank, nominee or other record holder lacks discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares to vote on a particular proposal and is thus not empowered by the beneficial owner to vote the shares on such proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

If your shares are held in the name of a broker, bank, nominee or other record holder, you will receive instructions from the holder of record on how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares during the Annual Meeting, you should go to the meeting website and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

All valid proxies received, and not revoked, before the Annual Meeting will be exercised. All shares represented by a valid proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy with respect to any one or more of the proposals, the shares will be voted in favor of such proposal(s). At the discretion of the persons named on the enclosed proxy card or vote instruction form, such proxy holder may also vote on any other matter that may properly come before the Annual Meeting or any adjournments or postponements thereof.

If a quorum is achieved at the Annual Meeting, the following voting requirements will apply:

This vote on named executive officer compensation is not binding on the Board of Directors or Getty. The Board of Directors, however, will consider the results of the vote when considering future named executive officer compensation arrangements.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, nominee or other record holder holding the shares as to how to vote on matters deemed “non-routine” under NYSE rules and, therefore, such broker, bank, nominee or other record holder lacks discretionary authority to vote the shares without voting instructions from the beneficial owner. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, nominee or other record holder holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, nominee or other record holder can still vote the shares with respect to matters that are considered to be “routine” under NYSE rules but cannot vote the shares with respect to “non-routine” matters. With respect to the three proposals set forth in this Proxy Statement, only “Proposal No. 3 Ratification of the Appointment of Independent Registered Public Accounting Firm” is considered to be “routine” and brokers, banks,

You may revoke your proxy at any time prior to it being exercised. Record holders may revoke their proxy by voting via the website during the meeting or by submitting a new proxy, dated after the date of the proxy to be revoked, to the Secretary of the Company at the Company’s address shown on the cover page of this Proxy Statement, prior to the Annual Meeting. If your shares are held in “street name,” you must contact your broker, bank, nominee or other record holder for instructions on revoking your proxy.

We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail through our employees, we will request brokers, banks, nominees or other record holders, custodians and fiduciaries to solicit customers for whom they hold our stock, and we will reimburse them for their reasonable, out-of-pocket costs in connection with the solicitation of proxies. We may also use the services of our officers, directors and others to solicit proxies personally or by telephone, without additional compensation.

From the date of mailing of the Notice of Internet Availability through the conclusion of the Annual Meeting, stockholders will be able to access all of the proxy materials on the internet at www.proxyvote.com. The proxy materials will be available free of charge. The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials (including our Annual Report to Stockholders) over the internet or through other methods specified at the website designated in the Notice of Internet Availability. The designated website contains instructions as to how to vote your shares over the internet or by telephone. The Notice of Internet Availability also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice of Internet Availability and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

The rules and regulations adopted by the Securities and Exchange Commission (the “SEC”) permit us to deliver a single Notice of Internet Availability or set of Annual Meeting materials to one address shared by two or more of our stockholders. We have delivered only one copy of the Notice of Internet Availability or set of Annual Meeting materials to multiple stockholders who share the same address, unless we received contrary instructions from the affected stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability or set of proxy materials to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice of Internet Availability or sets of proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at 1-800-542-1061, or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices of Internet Availability of Proxy Materials or set of proxy materials for your household, please contact Broadridge at the above phone number or address.

The Notice of Internet Availability or set of proxy materials will be sent to stockholders, and will be available on the internet, on or about March 13, 2025.

We maintained our positive earnings trajectory in 2024, as measured by Adjusted Funds From Operations (“AFFO”) per share, which supported another significant increase in cash dividends to common stockholders.

 

Our emphasis on growing and diversifying our portfolio drove another productive year of acquisitions, which included more than $209.0 million in aggregate investments in 2024. We acquired 71 properties, including 31 express tunnel car washes, 19 automotive service centers, 17 convenience stores, and four drive-thru quick service restaurants. We also added eight new tenants, expanded our relationships with several existing tenants, and entered or increased exposure to a number of attractive metropolitan areas, including Austin (TX), Charlotte (NC), Houston (TX), and Richmond (VA).

 

We continued to demonstrate our strong access to capital and our continued commitment to maintaining an investment grade credit profile in 2024, by raising approximately $290 million of new debt and equity capital and maintaining strong credit metrics.

Our executive compensation program currently involves a combination of annual cash compensation, discretionary incentive compensation, including both cash and equity incentive awards, retirement and other plans, and perquisites and other benefits.

We aim to develop and implement compensation programs that are designed to encourage high performance, promote accountability, and assure that executives’ interests continue to be aligned with the interests of our stockholders.

The majority of the compensation awarded to executives is variable in nature and dependent on Company and individual performance.

 

In making executive compensation determinations, we also consider the results of the non-binding, advisory stockholder votes on our executive compensation program. Our stockholders have approved our executive compensation program each year since the advisory vote was first sought, including by at least 93% of votes cast in each of the last three years.

 

Please see the section of this Proxy Statement below titled “Executive Compensation” for a detailed discussion of our executive compensation program and compensation philosophy, including detailed information regarding 2024 compensation of our named executive officers (“NEOs”).

Our objective is to generate sustained earnings growth, which in turn drives sustained growth of cash dividends to common stockholders, and to do so over the long term without negatively altering our risk profile. To this end, our investment strategy combines comprehensive transaction underwriting and lease structuring with certain macro perspectives that guide capital allocation decisions across property types, tenants and transactions. We focus our efforts on freestanding retail properties that are tied to convenience and automobility, exhibit strong underlying real estate characteristics – including access, visibility and synergies with nearby retailers – are located in high-density metropolitan areas, and are leased to national and regional operators.

We seek to grow and diversify our portfolio through accretive investments and active asset management. We acquire new properties through sale leaseback transactions, development funding for new-to-industry construction, and the acquisition of properties with in-place leases, and also selectively redevelop assets within our existing portfolio.

We place a premium on establishing long-term relationships with tenants and regularly seek to form new relationships. We believe that a relationship-driven approach mitigates risk and drives efficiencies for originating and underwriting new investment opportunities given our familiarity with the underlying tenant credit and business operations.

Lastly, we are committed to maintaining an investment grade credit profile, including low-to-moderate leverage, ample liquidity and access to capital, and a flexible, unencumbered balance sheet. We believe that this capital structure philosophy helps to facilitate growth and mitigate risk across fluctuating market cycles.

We are committed to good corporate citizenship and business practices that serve all of our stakeholders. We recognize the importance of environmental, social and governance (“ESG”) issues and incorporate ESG considerations into our business practices and decision-making processes. We believe the growth and sustainability of our business depends on a broad array of factors, including a continuing focus on investments in our people, ethics and integrity, and support of our environmental programs.

In June 2024, we published our 2024 Corporate Responsibility Report, which gave us an opportunity to discuss our ongoing approach to corporate responsibility and the emphasis we place on our people, our planet, and our business practices. Our notable initiatives conducted in 2023 and into 2024 included:

Our initiatives for 2024 and into 2025 include:

We believe that our people are the foundation of our success, and we are committed to ensuring that they are provided a safe and healthy workplace and are engaged professionally and socially. We aim to foster an inclusive work environment and expect our workplace to be free from discrimination and harassment on the basis of color, race, sex, national origin, ethnicity, religion, disability, sexual orientation, gender identification or expression, and any other legally-protected status.

Our Business Conduct Guidelines, Employee Handbook and recently adopted Human Rights Policy govern our professional conduct and ethics with respect to our people, our partners, our health and safety, and our information technology security.

Getty’s business operations adhere to health and safety best practices. We remain committed to the prioritization of empathy and flexibility to support the safety, health, and security of our employees and ensure that all employees are able to meet their personal and family needs, as well as their professional goals.

In addition to programs to support their health and wellness, our employees are provided a comprehensive compensation and benefits package, including competitive base salaries, cash and equity incentive awards, multiple retirement savings programs and commuter benefits programs. Further, we encourage the professional development of our employees through in-person trainings and online learning resources and regularly support and pay for external education programs requested by our employees, as well as higher-education tuition reimbursement, if doing so will advance their work-related skills or professional development.

We appreciate the important role that we can play in the communities in which we live and operate.

We support individual volunteerism and provide team members with work schedule flexibility to support causes and organizations that are meaningful to them. Our Getty Gives campaign is a formal program to support causes in the communities in which we live and work. Getty Gives includes corporate donations to charitable organizations selected by our employees, company matching for employee charitable donations, and additional paid time off for employee volunteer opportunities. Through Getty Gives in 2024, we participated in our second company-wide community service event with Rethink Food where we worked alongside the Rethink Food team to transform surplus food into meals for distribution to underserved communities. In addition, we made corporate donations to the Lawyers Alliance, a leading provider of legal services for charities and nonprofit organizations working to improve life in New York City, and to the Springpoint Foundation, a nonprofit organization dedicated to enriching the lives of seniors by providing services and opportunities to stay connected, healthy and vibrant, and to age with deserved dignity. We also matched individual contributions made by our team members to more than 20 different charitable organizations serving a wide range of causes.

Our Culture Committee works to enhance our culture and foster employee engagement through sponsoring company events and outings. The Culture Committee includes a cross departmental group of members who meet regularly to identify and schedule opportunities to gather, including lunch and learn sessions, in-office team-building challenges, holiday celebrations, museum visits, indoor and outdoor tourist attractions, a book club, and other activities. We believe our social engagement efforts provide an enjoyable and rewarding environment for our team to engage professionally and personally and further enhance the employee experience.

As an organization, we place a high priority on the protection of our assets, communities, and the environment. We employ full-time environmental experts who perform due diligence to support our investment activity and actively manage a program to oversee legacy environmental remediation for which we are responsible. In addition, our leases require tenants to comply with environmental laws and regulations, and, for operations with environmental susceptibility, to have insurance to protect against environmental impacts that arise during their tenancy. We also emphasize sustainability at our corporate headquarters where we utilize energy-efficient computer equipment, filtered water machines and timed or sensor-controlled HVAC and lighting systems, among other sustainability practices.

Our acquisition due diligence process entails a comprehensive environmental review and analysis, which incorporates environmental site assessments (Phase I) to assess the environmental condition of properties under consideration for investment. This examination includes identification of actual and potential release of hazardous substances, chemical or waste storage, and other environmental concerns or risks. Additionally, it involves evaluating whether the property and the operations thereon comply with environmental standards. As further guided by the results of our climate risk assessment, we evaluate the physical risk profile of a considered asset and plan to incorporate a climate-related risk index component into our environmental due diligence underwriting process to ensure we understand and account for potential future climate-related risks prior to acquiring a property. We will not acquire a property unless we are satisfied with the results of our environmental due diligence and, once closed, our leases require our tenants to comply with all environmental laws, rules and regulations.

Our properties are leased to tenants under triple-net leases which make tenants contractually responsible for compliance with environmental laws and regulations and for remediation of all environmental contamination that arises from their occupancy, and, in most cases, that may be discovered during their occupancy even if it pre-dated their occupancy. We take appropriate measures, including enforcement when necessary, to ensure that our tenants comply with these contractual provisions for the benefit of the environment. Our leases also require tenants who conduct environmentally susceptible operations to have pollution insurance, and we separately maintain additional pollution coverage throughout our portfolio for properties with higher environmental risk exposure.

In addition, we maintain a dedicated team to actively manage a program to oversee legacy environmental remediation for which we may be held responsible, including developing strategies and processes to ensure compliance with environmental laws and regulations at properties where we are responsible for remediation and conducting operational tracking of environmental risk and exposure for our real estate holdings where our tenants are contractually responsible for environmental conditions.

Under our triple-net leases, tenants are responsible for operating the businesses conducted at our sites, keeping the properties in good order and repair, and making capital investments as they deem appropriate to optimize their business operations. As such, it is our tenants who control the environmental impact of their operations, including energy efficiency, water usage, and waste and recycling practices, and decide when and how to adopt environmentally sustainable practices and make related investments.

We maintain an ongoing partnership with an outside Environmental Health Safety & Sustainability (“EHS&S”) consulting firm to conduct our Tenant Outreach Survey seeking our tenants’ input regarding sustainability measures and initiatives which have been or may be implemented at our properties as well as gather information regarding our tenants’ current ESG policies and practices. The Tenant Outreach Survey results will continue to assist us in identifying potential ESG opportunities to support our business and our tenants’ businesses. Please also see the “Corporate Responsibility—Environmental Practices, Social Responsibility and Governance” included at page 32 in this Proxy Statement.

We appreciate that many of our tenants have completed “green” projects at our properties with their own capital and/or have taken advantage of government and other subsidies for qualifying renewable energy technologies and projects. While we have always supported and encouraged these tenant investments, as part of our commitment to ESG, we implemented our “Getty Green Loans” program to provide low-cost loans to our tenants for the express purpose of investing in environmental and sustainability projects. As a net lease landlord, we trust our tenants to identify the investments they deem appropriate to successfully operate their businesses at sites we own. With Getty Green Loans, we hope to reinforce our position as a business partner, while providing additional incentive to our tenants to prioritize green projects as they continue to enhance their operations and our properties.

We emphasize sustainability at our leased corporate office space in New York City and through our office policies. Our office space is outfitted with energy efficient computer equipment, filtered water machines, and timed or sensor-controlled HVAC and lighting systems. Our office policies include various recycling programs, no plastic cups, dishes, or utensils, and a commitment to reduce paper use. Our commuter benefits program encourages the use of public transportation or ride sharing, and our headquarters boasts a Walk Score® rating of 99, a Transit Score® rating of 100, and a Bike Score® ranking of 82, making it a highly walkable, transit-friendly, and bike-accessible location, leading to reduced use of single occupancy vehicles in commuting by our employees.

We are dedicated to maintaining high standards for corporate governance predicated on integrity and transparency. Our Board of Directors, or Board, is directly engaged with the critical initiatives that help us establish and maintain our policies related to sustainability, corporate citizenship, and effective governance. In that regard, our Board has delegated oversight of our ESG efforts to our Nominating/Corporate Governance Committee, and oversight of enterprise risk management and risk mitigation to our Audit Committee, including with respect to (i) information security and data protection, and (ii) climate related risks in the Company’s financial statements as and to the extent required by the applicable rules and regulations promulgated by the SEC or Financial Accounting Standards Board (“FASB”).

We value independence and believe that a wide range of perspectives, backgrounds, and experiences enhances the effectiveness of our Board of Directors, which is affirmed by our Corporate Governance Guidelines. Excluding our Chief Executive Officer who sits on our Board, all of our current Directors, including our Chairman, are independent (as defined in the listing standards of the NYSE) and all of our committees are comprised solely of independent Directors. In evaluating director candidates, our Board considers various factors that contribute to a highly-qualified, well-rounded and effective board of directors, including a wide range of experience, thought, industry expertise, and professional background. Consistent with the criteria set forth in the Nominating & Corporate Governance Committee Charter, our Board remains committed to identifying and prioritizing candidates who bring valuable insights, independent judgment, and a breadth of perspectives to support the Company’s strategic direction and governance.

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We design and assess our program based on industry standards to align closely with information security frameworks and guidelines. This does not imply that we meet or are in compliance with any particular technical standards, specifications, or requirements, but that we use the frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program also includes a comprehensive cybersecurity incident response plan. This plan was developed with support from the Audit Committee and in consultation with key stakeholders across the Company to ensure it accurately reflects their respective roles and responsibilities. The plan has been selectively disseminated throughout the organization to ensure appropriate coverage and to foster a cohesive and informed response to cybersecurity incidents.

Getty’s directors are elected at each annual meeting of stockholders and hold office for a term of one year and until their respective successors are elected and qualified. The Board of Directors has nominated six candidates for election as directors for a one-year term ending at the 2026 annual meeting of the Company’s stockholders or when their successors are duly elected and qualified.

The affirmative vote of a plurality of all votes cast at the Annual Meeting is required for the election of each nominee to our Board of Directors. With respect to each director, you may vote “for” such nominee or “withhold” your vote as to such nominee. Director nominees with the most votes cast “for” such nominee’s election will be elected to our Board of Directors. Accordingly, if you “withhold” authority to vote with respect to one or more nominees, your vote will have no effect on the election of such nominees. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Broker non-votes will be considered present for the purpose of determining the presence of a quorum.

You may use the proxy card furnished to you to cast your votes for the election of the Director nominees named in the table below. If any of the nominees should become unable or unwilling to serve as a director prior to the Annual Meeting, we intend to vote your proxy “for” the election of the substitute nominee, if any, who is designated by the Board of Directors (unless the proxy contains instructions to the contrary). For additional information about how we identify and evaluate nominees for director, see “Committees—Nominating/Corporate Governance Committee” at page 28 of this Proxy Statement.

Set forth below is information regarding the directors nominated for election at the Annual Meeting, including background information and information regarding the specific experience, qualifications, attributes and skills that support the conclusion that these nominees should serve as directors of Getty. We believe that our Board of Directors is comprised of a makeup of individuals with a diversity of professional, personal, and experiential backgrounds, including with respect to skills, education, industry experience, and demographic characteristics. For additional information regarding the particular skills represented on our Board of Directors, see the “Experience and Qualifications Represented on our Board of Directors” section below on page 23 of this Proxy Statement.

The table below sets forth the Committee appointments of our current directors as of February 26, 2025.

The matrix below represents some of the key experience and qualifications that our Board of Directors and Nominating/ Corporate Governance Committee has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of experience and qualifications of our current directors.

The Board of Directors unanimously recommends that you vote “FOR” the election of each nominee for director.

Our Board of Directors is currently comprised of Christopher J. Constant, Milton Cooper, Philip E. Coviello, Evelyn León Infurna, Mary Lou Malanoski, and Howard B. Safenowitz. Our Board of Directors is elected by the stockholders to oversee the performance of the Company’s business affairs and to set broad strategy for the Company’s growth. The Board of Directors acts as an advisor to senior management and monitors its performance. It also oversees the Company’s compliance efforts. To help discharge its responsibilities, the Board of Directors has adopted Corporate Governance Guidelines on significant corporate governance issues. The Corporate Governance Guidelines address, among other things, the size and composition of the Board of Directors, director independence, committee membership and structure, meetings and executive sessions, and director selection and training.

The Nominating/Corporate Governance Committee is committed to ensuring the Board of Directors has the skills, experience, and perspectives necessary to fulfill its responsibilities in overseeing Getty’s business and affairs and providing strategic guidance to management. In evaluating potential director candidates, the Committee will consider multiple factors, including independence, knowledge and judgment, financial literacy, breadth of skills, industry experience, leadership background, and the ability to contribute to a qualified, well-rounded and effective Board. The Committee does not assign specific weight to any particular criteria; its goal is to identify nominees who, collectively, enhance the Board’s overall effectiveness. Consistent with this approach, the Nominating/Corporate Governance Committee remains committed to identifying and prioritizing independent, highly qualified candidates in accordance with the NYSE listing standards, while ensuring that the Board benefits from a range of perspectives, expertise, and collaborative leadership.

For the year ended December 31, 2024, our Board of Directors had six members. The Board of Directors has nominated six candidates for election as directors for a one-year term ending at the 2026 annual meeting of the Company’s stockholders and when their successors are duly elected and qualified. The Board may reevaluate the size of the Board of Directors. If the Board of Directors decides to fill any vacancy, our Nominating/Corporate Governance Committee is committed to prioritizing for nomination a qualified director candidate who is ‘independent’ as defined in the listing standards of the NYSE and who enhances the Board’s collective expertise, leadership, and strategic oversight through a broad range of perspectives and experiences. In addition to independence, candidates will be evaluated based on relevant experience, professional background, and the ability to contribute to an inclusive and well-rounded Board. (For additional information regarding the factors considered in evaluating our director candidates, see ‘Nominating/Corporate Governance Committee’ discussion on page 28 of this Proxy Statement.)

The Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, Getty’s Business Conduct Guidelines (which serves as our code of ethics under the Sarbanes-Oxley Act of 2002 and our code of business conduct and ethics under NYSE rules, and covers officers, employees and directors), our insider trading policy and our human rights policy all may be accessed through the Getty website at www.gettyrealty.com by clicking on “Investors/Corporate Governance”. In addition to our website availability, copies of any of the Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, Getty’s Business Conduct Guidelines, the Company’s insider trading policy and/or the Company’s human rights policy may also be obtained by submitting a written request to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary, at the address for Getty’s executive offices provided in this Proxy Statement. The Business Conduct Guidelines apply to all employees, officers and directors of the Company and waivers of the Business Conduct Guidelines for directors or executive officers, if any, will be disclosed as required by the rules and regulations of the SEC. There were no such waivers in 2024.

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer (“CEO”) and Chairman of the Board, as the Board of Directors believes it is in the best interests of the Company for the Board of Directors to have the flexibility to make the determination whether the same person should serve as both the CEO and Chairman of the Board at any given point in time, or whether the roles should be separate, depending on, among other factors, the position and direction of the Company and the membership of the Board of Directors. The Board of Directors believes that its current leadership structure, with separate Chairman and CEO positions, is appropriate for the Company because it separates the leadership of the Board of Directors from the day-to-day leadership of the Company. The Board of Directors believes that separating the position of Chairman from the CEO better positions the Board of Directors to evaluate the performance of management and enables the Chairman to provide guidance to the CEO.

Corporate Governance and Related Matters (continued)

Mr. Safenowitz was appointed to the position of Chairman of the Board in April 2021. Prior to his appointment as Chairman, Mr. Safenowitz served as the Company’s Lead Independent Director and in that capacity presided over executive sessions of the Company’s independent Directors, facilitated information flow and communication among the Directors, and performed such other Lead Independent Director duties as were specified by the Board of Directors. In view of the facts that the Company currently has separate CEO and Chairman positions and that the Company’s Chairman is an “independent” director as defined in the listing standards of the NYSE and satisfies duties otherwise applicable to the Lead Independent Director, the Board of Directors has determined not to designate a separate Lead Independent Director but reserves the right to do so in the future.

In his role as the Chairman of the Board, Mr. Safenowitz is responsible for enhancing the effectiveness of the Board of Directors, in particular by ensuring that the Board of Directors works as a cohesive team; ensuring that the Board of Directors has adequate resources and that there is a process in place to assure that the Board of Directors is presented with full, timely and relevant information; ensuring that there is a process in place to monitor best practices that relate to the responsibilities of the Board of Directors; and assessing the effectiveness of the overall Board of Directors and individual directors on a regular basis. The Chairman is also responsible for management of the Board of Directors, in particular by providing oversight on the agendas for Board of Directors meetings; consulting with the CEO regarding the membership and the chairs for Board of Directors committees; ensuring that the independent directors meet regularly without management present to discuss the effectiveness of the CEO and the Board of Directors; and by chairing Board of Directors meetings and executive sessions of the Company’s independent Directors. The Chairman is invited to attend all meetings of Committees of the Board and receives corresponding Committee documentation in advance of the meetings.

In his role as the CEO, Mr. Constant is responsible for setting a strategic vision for the Company and seeking to align the Company, internally and externally, with that strategic vision. In addition, Mr. Constant, as CEO, is responsible for day-to-day leadership of the Company, promoting Company performance through his leadership, and leading the Company in the execution of its business plan. Our CEO also serves on our Board of Directors, which we believe helps the CEO to serve as a bridge between management and the Board of Directors, ensuring that both groups act with a common purpose. We believe that the CEO’s presence on the Board of Directors enhances his ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions by the Board of Directors.

It is management’s responsibility to assess and manage the various risks the Company faces and the Board of Directors’ responsibility to oversee management in this effort. In exercising its oversight, the Board of Directors has delegated primary responsibility for risk assessment and risk management oversight to the Audit Committee. Under its Charter, the Audit Committee’s responsibilities include discussing with management the Company’s policies with respect to risk assessment and risk management and the Company’s material financial risk exposures and the actions management has taken to limit, monitor or control such exposures, including with respect to (i) information security and data protection and GenAI, and (ii) climate related risks in the Company’s financial statements as and to the extent required by the applicable rules and regulations promulgated by the SEC or FASB.

The Audit Committee oversees risk and conducts reviews on a quarterly or as needed basis, including by working with management as well as with the Company's internal auditors and Independent Public Accountants. The Audit Committee receives quarterly reports from management on the Company’s enterprise risk management practices and risk mitigation efforts, including the Company’s risk assessment and risk management actions regarding information security and data privacy risks, as well as timely updates about any significant cybersecurity incidents, and those with lesser impact potential. Commencing in 2025, these quarterly reports from management to the Audit Committee cover the Company’s risk assessment and risk management actions regarding GenAI. The full Board of Directors is informed of such actions by the Audit Committee and also receives briefings from management on our cybersecurity risk management program. Members of the Board of Directors are kept abreast of cybersecurity developments through presentations by our Chief Financial Officer or external experts as part of their ongoing education on issues impacting public companies.

Corporate Governance and Related Matters (continued)

Our cybersecurity risk management program includes a comprehensive cybersecurity incident response plan. The plan was developed with support from the Audit Committee and in consultation with key stakeholders across the Company to ensure it accurately reflects their respective roles and responsibilities. The incident response plan has been selectively disseminated throughout the organization to ensure appropriate coverage and to foster a cohesive and informed response to cybersecurity incidents.

We also periodically engage an independent third party to conduct a comprehensive cybersecurity assessment based on information security frameworks and guidelines such as the National Institute of Standards and Technology (NIST), Center for Information Security (CIS) and ISO27001. Management and the Audit Committee review the results of such assessments and engage with consultants, auditors, and other third parties to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means. For the years ended December 31, 2024, 2023 and 2022 we did not experience any material incidents, nor incurred any expenses for penalties or settlements related to any information security breaches.

As part of their oversight responsibilities over enterprise risk management and risk mitigation, the Board of Directors and the Audit Committee have continued to assess evolving areas of risk, with a particular focus on the use of generative artificial intelligence (GenAI) and information technology systems or software that may incorporate GenAI capacities into Getty’s business. We have adopted certain changes to our Business Conduct Guidelines and our Employee Handbook to provide guiding principles in an effort to facilitate the responsible use of GenAI technology by our employees, officers and directors as it relates to our business and operations. The full Board of Directors and the Audit Committee receive quarterly updates through the Company’s enterprise risk management report, as discussed above, and may receive additional updates from time to time on notable AI developments and regulatory considerations through presentations by our Chief Financial Officer or external experts as part of their ongoing education on issues impacting public companies.

For additional information regarding the Audit Committee’s role in assisting the Board of Directors in its oversight of risk assessment and risk mitigation, including with respect to information security and data protection, see the “Report of the Audit Committee—Oversight Responsibilities—Enterprise Risk Management” and “—Information Security and Data Protection” sections on pages 60 and 61 of this Proxy Statement.

The Audit Committee’s Charter was amended in February 2025 to provide that the Audit Committee’s oversight responsibilities for risk assessment and risk management expressly includes responsibility for GenAI. The Audit Committee also oversees the Company’s legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and the independent auditors, and the Company’s compliance programs, including the Company’s Business Conduct Guidelines, and Complaint and Investigation Procedures. Our full Board of Directors regularly reviews the Company’s strategic plans and objectives, including the risks that may affect the achievement of these strategic plans and objectives.

The Board of Directors has determined that Mses. Malanoski and Infurna, and Messrs. Cooper, Coviello and Safenowitz, are “independent” as defined in the listing standards of the NYSE. In making these determinations, the Board of Directors considered all relevant facts and circumstances, including the independence standards set forth in Section 303A.02 of the rules of the NYSE. The Board of Directors affirmatively determined that none of the directors, or any of their respective family members, other than Mr. Constant, has had any relationship with Getty (either directly or as a partner, stockholder or officer of an organization that has a relationship with Getty), other than as a stockholder and director of Getty. Accordingly, the Board of Directors has affirmatively determined that each of the directors, other than Mr. Constant, is “independent.”

It has been and will continue to be the practice of the Board of Directors to meet at least quarterly each year and have the Chairman of the Board of Directors chair such meetings. Additionally, it has been the practice of the independent directors to meet in executive session at least quarterly each year. Mr. Safenowitz chaired executive sessions of the Company’s independent Directors in his capacity as the Company’s Lead Independent Director between February 2010 and March 2021 and has continued to do so as an independent Director since his appointment to the position of Chairman of the Board in April 2021.

Corporate Governance and Related Matters (continued)

During the year ended December 31, 2024, the Board of Directors held five (5) meetings and took action by unanimous written consent three (3) times. Each of the directors nominated for election at the Annual Meeting attended all of the 2024 meetings of the Board of Directors, and all of the 2024 meetings of Committees of the Board of Directors on which such director served at the time such meeting was held. Each of the directors nominated for election at the Annual Meeting also attended the annual meeting of stockholders in April 2024.

The Board of Directors encourages all of its director nominees for election or reelection at its annual meetings to attend such annual meeting.

The Board of Directors has an Audit Committee, a Nominating/Corporate Governance Committee and a Compensation Committee, the membership and functions of which are described below.

The Audit Committee met four (4) times in 2024. The Audit Committee for the year ended December 31, 2024, consisted of Mr. Coviello (Chairman) and Mses. Infurna and Malanoski. The Audit Committee selects the independent registered public accounting firm that audits the consolidated financial statements of Getty and its subsidiaries, discusses the scope and the results of the audit with our independent registered public accounting firm, and monitors Getty’s financial accounting and reporting practices. The Audit Committee also examines and discusses the adequacy of Getty’s internal control over financial reporting with the independent registered public accounting firm, our internal auditors, and with management. The Board of Directors has designated the Audit Committee to take the lead in overseeing our risk assessment and risk management, including with respect to information security and data protection and climate related risks in the Company’s financial statements as and to the extent required by the applicable rules and regulations promulgated by the SEC or FASB. The Board of Directors has also designated the Audit Committee to oversee compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and the independent auditors, and the Company’s compliance programs, including the Company’s Business Conduct Guidelines, and Complaint and Investigation Procedures. In addition to regular meetings, at least one Audit Committee member (historically, the Chairman) meets telephonically with management and Getty’s independent auditors to review the Company’s quarterly reports and other reports, as appropriate, prior to their full presentation to the Audit Committee and subsequent filing with the SEC. The Audit Committee met with management and Getty’s independent auditors to review the Company’s audited financial statements for the year ended December 31, 2024 and recommended to the Board of Directors that the financial statements be included in the Company’s Annual Report on Form 10-K for such year. During such meeting, neither management nor PricewaterhouseCoopers LLP identified any material weaknesses in the Company’s internal control over financial reporting. See “Role of Board of Directors in Risk Oversight” on page 25 of this Proxy Statement and the “Report of the Audit Committee—Oversight Responsibilities—Enterprise Risk Management” on page 60 of this Proxy Statement for a discussion of the Audit Committee’s role in risk assessment and risk management oversight. Additionally, the Audit Committee reviews and discusses with management management’s specific disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Please also see the “Report of the Audit Committee” included at page 60 in this Proxy Statement.

The Board of Directors determined that for the year ended December 31, 2024, each member of the Audit Committee (a) was (1) “independent” and (2) “financially literate” as such terms are defined in the listing standards of the NYSE and (b) met the independence tests set forth in Section 301 of the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder by the SEC and the criteria applicable to members of the Audit Committee under NYSE rules. The Board of Directors also determined that for the year ended December 31, 2024, Mses. Infurna and Malanoski and Mr. Coviello each qualified as an “audit committee financial expert” under the relevant rules of the SEC, and that each of Ms. Malanoski, Mr. Coviello and Ms. Infurna have the requisite accounting/ financial management expertise required by the listing standards of the NYSE.

The Charter of the Audit Committee provides that members of the Audit Committee may not be members of the audit committee of more than two other public companies unless such other memberships have been disclosed to the Board of Directors and the Board of Directors has determined that such simultaneous service does not impair the ability of such member to serve effectively on the Audit Committee. None of the Audit Committee members served on the audit committee of more than two other public companies during 2024.

Corporate Governance and Related Matters (continued)

The Audit Committee’s Charter provides that the Audit Committee’s long-standing practice of overseeing the Company’s policies and procedures related to risk assessment and risk management expressly includes responsibility for GenAI, in addition to its then existing risk oversight responsibilities with respect to information security and data protection and climate related risks in the Company’s financial statements as and to the extent required by the applicable rules and regulations promulgated by the SEC or FASB. For additional information regarding the Audit Committee’s role in assisting the Board of Directors in its oversight of risk assessment and risk mitigation, including with respect to climate-related risks, information security and data protection and GenAI, see the “Report of the Audit Committee—Oversight Responsibilities—Enterprise Risk Management” and “—Information Security and Data Protection” sections on pages 60-61 of this Proxy Statement.

The Nominating/Corporate Governance Committee met two (2) times in 2024. The Nominating/Corporate Governance Committee for the year ended December 31, 2024 consisted of Ms. Malanoski (Chair), Mr. Coviello and Ms. Infurna. The Nominating/Corporate Governance Committee recommends nominees for election to the Board of Directors and reviews the role, composition and structure of the Board of Directors and its committees. As part of this review, the Committee evaluates (i) whether to have a Lead Independent Director, (ii) the responsibilities of the positions of Chairman of the Board and Lead Independent Director, and (iii) the qualifications for those positions, including whether the position of Chairman of the Board of Directors should be held by the Chief Executive Officer, an independent director, or a non-independent director other than the Chief Executive Officer. The Nominating/Corporate Governance Committee also recommends candidates to the Board of Directors for election as officers.

For a discussion of the specific experience, qualifications, attributes or skills of the nominees for election to the Board of Directors, see the “Nominees for Election at the Annual Meeting” and “Experience and Qualifications Represented on our Board of Directors” sections beginning on pages 19 and 23, respectively, of this Proxy Statement.

The Director Qualification Standards section of the Company’s Corporate Governance Guidelines affirms the importance of a Board composed of individuals with a broad range of expertise, backgrounds and perspectives. It states that a wide range of experience, thought, and professional background is a key consideration in evaluating director candidates, and that the Nominating/Corporate Governance Committee is responsible for assessing the appropriate balance of skills, experience, insights, and attributes required of our Board members and will actively seek to enhance the Board’s composition through a selection process that prioritizes well-rounded and qualified candidates. The Nominating/Corporate Governance Committee does not assign specific weight to any particular criteria; the goal is to identify nominees that, considered as a group, will possess the skills and characteristics required of the Board of Directors to fulfill its responsibilities. Consistent with these guiding principles, the Nominating/ Corporate Governance Committee again recommended that the Board of Directors nominate for continued service as directors all six of our current directors, based upon their respective (i) personal and professional integrity, ethics and values, (ii) educational and professional background, (iii) experience in corporate management and/or experience as a board member, (iv) experience in the real estate industry and/or other relevant industry experience, (v) high level of financial literacy (including all six of our current director nominees having been determined by the Board of Directors to be “financially literate,” as such term is defined in the listing standards of the NYSE), and (vi) ability to contribute to a breadth of perspectives and inclusive discussions, considering factors including but not limited to professional background, industry expertise, leadership experience, capital markets, corporate finance, and/or real estate transaction experience, and other elements that enhance the Board’s collective insight and decision-making. Moreover, the Nominating/Corporate Governance Committee again recommended that the Board of Directors nominate for continued service as directors five out of six of our current directors for their “independence,” as defined by the NYSE listing standards. In addition, while our Board of Directors may elect to reevaluate the size of the Board of Directors, if the Board of Directors elects to fill any vacancy on the Board of Directors the Nominating/Corporate Governance Committee is committed to prioritizing for nomination a qualified director candidate who is “independent” as defined in the listing standards of the NYSE and who enhances the Board’s collective perspectives through a combination of relevant experience, professional expertise, and collaborative leadership. The Nominating/Corporate Governance Committee reserves the right to recommend and nominate additional members to the Board of Directors from time to time.

Corporate Governance and Related Matters (continued)

The Company’s Corporate Governance Guidelines do not include mandatory retirement ages or term limits applicable to directors. The Nominating/Corporate Governance Committee annually reviews the performance and qualifications of each current director and considers the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term. In addition, although the Nominating/Corporate Governance Committee considers length of service when recommending candidates for re-election, the Board of Directors does not believe that adopting a set term limit for directors serves the interests of the Company. Such limits may result in the loss of contributions from directors who have been able to develop, over a period of time, increasing insight into the Company, its operations and its strategic direction. The Nominating/Corporate Governance Committee reviews these policies as part of its annual governance review and will consider modifications to these policies as it deems necessary or appropriate and in the best interests of the Company and its stockholders.

The Board of Directors has determined that each member of the Nominating/Corporate Governance Committee is “independent” as such term is defined in the listing standards of the NYSE. The Nominating/Corporate Governance Committee Charter includes policies with regard to stockholder recommendations of nominees to the Board of Directors.

Stockholders wishing to recommend candidates for election to the Board of Directors must supply information in writing regarding the candidate to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary of the Company, at the Company’s executive offices. This information should include the candidate’s name, biographical data and an analysis of the candidate based on the director candidate criteria described below. The recommendation must also include all information relating to the proposed director nominee that would be required to be disclosed in a solicitation of proxies for election of directors in an election contest under applicable securities law. Stockholders wishing to nominate a candidate must comply with the advance notice requirements in our Bylaws. Please refer to our Bylaws for more specific information. Our Bylaws, as amended and restated, were publicly filed with the SEC on January 31, 2024. In addition to satisfying the requirements of our Bylaws, in order to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required in and meets the advance notice requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additional information regarding any proposed nominees may be requested by the Nominating/Corporate Governance Committee.

Pursuant to the Nominating/Corporate Governance Committee Charter and/or the Company’s Corporate Governance Guidelines, each nominee must possess fundamental qualities of intelligence, honesty, good judgment, and high standards of ethics, integrity, fairness and responsibility. The Nominating/Corporate Governance Committee may also consider the following criteria (with these criteria considered as a whole, with no single factor given specific weight) in addition to other criteria the Committee deems appropriate, including the specific needs of the Board of Directors at the time:

In reviewing prospective nominees, the Nominating/Corporate Governance Committee also reviews the number of public company boards on which a director nominee serves to determine if the nominee will have the ability to devote adequate time to the work of the Board of Directors and its committees. The Company’s Corporate Governance Guidelines and the Company’s Audit Committee Charter provide that members of the Audit Committee may not be members of the audit committee of more than two other public companies unless such other memberships have been disclosed to the Board of Directors and the Board of Directors has determined that such simultaneous service does not impair the ability of such member to effectively serve on the Company’s Audit Committee. In addition, the Company’s Corporate Governance Guidelines provide that non-management directors may not serve on more than four other boards of public companies (excluding the Company’s Board of Directors) and that management directors may not serve on more than two boards of public companies (including the Company’s Board of Directors).

On the basis of the information gathered in this process, the Nominating/Corporate Governance Committee will determine which nominees to recommend for election to the Board of Directors. Recommendations and related information received prior to any Nominating/Corporate Governance Committee meeting where director nominees are to be considered will be considered at that meeting. The Nominating/Corporate Governance Committee uses the same process for evaluating all nominees, regardless of the source of the recommendation. This process includes, among other things, personal interviews, discussions with professional references, background checks, credit checks and resume verification.

The Nominating/Corporate Governance Committee has not received any recommendation for a director nominee for the Annual Meeting from any stockholder or group of stockholders.

The Nominating/Corporate Governance Committee’s Charter codifies the Committee’s role in overseeing the Company’s sustainability reporting and its policies and procedures with respect to its sustainability and corporate responsibility activities. In February 2025, the Nominating/Corporate Governance Committee’s Charter was amended to further describe the ESG oversight responsibilities of the Nominating/Corporate Governance Committee in working with management to review and discuss the Company’s sustainability initiatives and practices and the Company’s progress toward achieving those practices. The Nominating/Corporate Governance Committee also reviews and assesses the Company’s annual Corporate Responsibility Report prior to its publication, the latest which has been published in June 2024. For additional information regarding the Company’s sustainability and corporate social responsibility activities, see the “Corporate Responsibility—Environmental Practices, Social Responsibility and Governance” section on page 32 of this Proxy Statement.

The Compensation Committee met two (2) times in 2024. The Compensation Committee for the year ended December 31, 2024, consisted of Messrs. Cooper (Chairman) and Coviello, and Ms. Infurna. The Compensation Committee is responsible for developing and, with the approval of the Board of Directors, implementing the compensation plans, policies and programs of the Company and producing an annual report on executive compensation for inclusion in the Company’s proxy materials in accordance with applicable rules and regulations. It is the Compensation Committee’s responsibility to ensure that compensation programs are designed to encourage high performance and promote accountability and assure that employee interests are aligned with the interests of the Company’s stockholders. The Board of Directors has determined that each member of the Compensation Committee is “independent” as such term is defined in the listing standards of the NYSE.

The Compensation Committee also administers the Supplemental Retirement Plan for Executives of Getty Realty Corp. and Participating Subsidiaries (the “Supplemental Retirement Plan”) and the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”). The Compensation Committee also reviews, approves and recommends to the Board of Directors for its approval, the compensation of the directors and each of the NEOs.

Corporate Governance and Related Matters (continued)

The Compensation Committee’s Charter provides that the Committee may delegate any or all of its responsibilities, except that the Committee may not delegate its responsibilities with respect to:

The compensation of Getty’s NEOs is recommended by the CEO to the Compensation Committee. The CEO reviews the performance of each NEO (other than his own) with the Compensation Committee. The Compensation Committee considers the CEO’s recommendations and also evaluates the CEO’s individual performance and establishes the compensation for each NEO, including the CEO. The CEO does not play any role in the Compensation Committee’s deliberation of matters impacting his own compensation. No executive officer other than the CEO plays a role in recommending the amount or form of executive compensation. For additional information regarding the Compensation Committee’s policies and practices pertaining to NEO compensation, see the “Compensation Discussion and Analysis” section on page 40 of this Proxy Statement.

The Compensation Committee’s Charter sets out its duties with respect to compensation for directors, executives, and employees. To address the SEC’s new disclosure requirements for equity grants under Item 402(x) of Regulation S-K, in February 2025, the Compensation Committee’s Charter was amended to specify the Compensation Committee’s role in reviewing and assessing, from time to time as it deems appropriate, the adequacy of any equity award grant date policies and recommending such policies and changes to such policies to the Board for approval. The Compensation Committee Charter further provides the Compensation Committee the authority to adopt or modify clawback, anti-hedging, and anti-pledging policies to be recommended to the Board of Directors. Please also see the “Clawback Policy” included at page 46 in this Proxy Statement.

Stockholders and other interested parties who wish to communicate with the Board of Directors may do so by sending written communications to the Board of Directors at the following address: Board of Directors, Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, New York 10017-6376. Stockholders and other interested parties who wish to direct their communications to only the independent (non-management) directors of Getty may do so by sending written communications to the following address: Independent Directors, c/o Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, New York 10017-6376. Concerns relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee.

The Company’s executive officers are as follows:

There are no family relationships between any of the Company’s directors or executive officers.

We are committed to good corporate citizenship and business practices that serve all of our stakeholders. We recognize the importance of ESG issues and incorporate ESG considerations into our business practices and decision-making processes. We believe the growth and sustainability of our business depends on a broad array of factors, including a continuing focus on investments in our people, ethics and integrity, and support of our environmental programs.

In June 2024, we published our 2024 Corporate Responsibility Report, which gave us an opportunity to discuss our ongoing approach to corporate responsibility and the emphasis we place on our people, our planet, and our business practices.

Notable ESG initiatives conducted in 2023 and into 2024 included:

Our initiatives for 2024 and into 2025 include:

We own assets subject to long-term, triple-net leases that generally require our tenants to maintain the properties they occupy, including the environmental impact of their operations and any sustainability initiatives they choose to implement during the term of their tenancy. We take appropriate measures, including enforcement, when necessary, to assure that our tenants comply with these lease provisions for the benefit of the environment and the communities in which our properties are located.

We are committed to investing responsibly and managing the environmental risks throughout our business practices.

Environmental Due Diligence. Our acquisition due diligence process entails a comprehensive environmental review and analysis conducted by experts in convenience and automotive retail real estate. This process incorporates environmental site assessments (Phase I) to assess the environmental condition of the properties under consideration for investment. This examination includes identification of actual and potential release of hazardous substances, chemical or waste storage, and other environmental concerns or risks. Additionally, it involves evaluating whether the property and the operations thereon comply with environmental standards. As further guided by the results of our climate risk assessment, we evaluate the physical risk profile of a considered asset and plan to incorporate a climate-related risk index component into our environmental due diligence underwriting process to ensure we understand and account for potential future climate-related risks prior to acquiring a property. We will not acquire a property unless we are satisfied with the results of our environmental due diligence and, once closed, our leases require our tenants to comply with all environmental laws, rules and regulations.

Environmental Compliance. Our asset management and environmental teams continuously monitor our properties for potential contamination, exposure to natural disasters and other environmental risks, including:

Sustainability at Our Properties. We support and encourage our tenants’ sustainability initiatives and implemented our Getty Green Loans program to make low-cost loans available to our tenants for the express purpose of investing in environmental and sustainability projects. As a net lease landlord, we trust our tenants to identify the investments they deem appropriate to successfully operate their business at properties we own. With Getty Green Loans, we hope to reinforce our commitment as a business partner, while providing additional incentive to prioritize green projects as they continue to enhance their operations and our properties.

Sustainability Reporting and Policies and Procedures. The Nominating/Corporate Governance Committee’s Charter codifies the Committee’s role overseeing the Company’s sustainability reporting and its policies and procedures with respect to its sustainability and corporate social responsibility activities. Our continued focus and ongoing commitment to improve our ESG practices are described in our annual Corporate Responsibility Report, the latest which was published in June 2024. Additionally, we review and provide updated disclosures regarding our ESG programs on our website and in our quarterly corporate profile.

We maintain an ongoing partnership with an outside EHS&S consulting firm to conduct our annual Tenant Outreach Survey seeking our tenants’ feedback regarding sustainability measures and initiatives which have been or may be implemented at our properties, as well as gather information regarding our tenants’ current ESG policies and practices. While we are in the process of evaluating the results of this past year’s survey, we are pleased to see that many of our tenants continue to adopt energy efficiency measures at our properties including the installation or planned installation of electric vehicle (“EV”) charging stations at more than 45 of our properties. The results of the Tenant Outreach Survey will continue to assist us in identifying potential ESG opportunities that support our business and our tenants’ businesses. We expect to provide additional information regarding our Tenant Outreach Survey in our 2025 Corporate Responsibility Report.

In 2024 and into 2025, we worked with our EHS&S consulting firm to conduct a climate risk assessment of our portfolio to identify the present-day physical risk profile of our properties and to evaluate future transition risk associated with our properties. All of our properties as of December 31, 2024 were evaluated using the Federal Emergency Management Agency (“FEMA”) National Risk Index to help illustrate locations most at risk for select natural hazards. We expect to provide additional information regarding our climate risk assessment in our 2025 Corporate Responsibility Report.

In 2024 and into 2025, we worked with our EHS&S consulting firm to undertake an evaluation of our estimated Scope 3 GHG emissions (as they relate to electricity usage and natural gas usage) at our properties. As we do not have control of the operations at our properties and thus cannot access actual utility data, we estimated emissions using the industry standard CBECS model which uses a property’s location, building use, building square footage, and established conversion factors to estimate annual electricity and natural gas usage/emissions for each property. We expect to provide additional information regarding our Scope 3 GHG emissions evaluation in our 2025 Corporate Responsibility Report.

We emphasize sustainability at our corporate headquarters, including:

We believe that our people are the foundation of our success and are committed to providing a safe and healthy workplace that allows our employees to engage professionally and personally. We promote and fund professional development opportunities through in-person trainings, online learning resources, and external classes and seminars requested by our employees, as well as higher-education tuition reimbursement, if doing so will advance the work-related skills or professional development of our employees. Our Business Conduct Guidelines, our Employee Handbook and recently adopted Human Rights Policy govern our professional conduct and ethics with respect to our people, our partners, our health and safety, and our information technology security.

Our Getty Gives campaign is a formal program to support causes meaningful to our employees and the communities in which we live and work. Getty Gives includes corporate donations to charitable organizations selected by our employees, company matching for employee charitable donations, and additional paid time off for employee volunteer opportunities. Through Getty Gives, we participated in our second company-wide community service event with Rethink Food where we worked alongside the Rethink Food team to transform surplus food into meals for distribution to underserved communities. In addition, we made corporate donations to the Lawyers Alliance, a leading provider of legal services for charities and nonprofit organizations working to improve life in New York City, and to the Springpoint Foundation, a nonprofit organization dedicated to enriching the lives of seniors and providing services and opportunities to allow the over 4000 residents to stay connected, healthy and vibrant and to age with deserved dignity, and matched individual contributions made by our employees to more than 20 different charitable organizations serving a wide range of causes.

We also maintain our pro bono legal services program to advance the public interest by serving organizations in need and at the same time provide opportunities for personal philanthropic fulfillment to in-house members of our legal team. We consider in-house pro bono activity to be an important part of our commitment to philanthropic initiatives and we are committed to continuing efforts to help our communities through pro bono legal engagement.

We offer our employees a robust benefits package that includes:

Our Culture Committee works to enhance our culture and foster employee engagement through sponsoring company events and outings. The Culture Committee includes a cross departmental group of members who meet regularly to identify and schedule opportunities to gather, including lunch and learn sessions, in-office team-building challenges, holiday celebrations, museum visits, indoor and outdoor tourist attractions, a book club, and other activities. We believe our social engagement efforts provide an enjoyable and rewarding environment for our employees to engage professionally and personally and further enhance the employee experience.

Corporate Governance and Related Matters (continued)

We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, inclusivity, and transparency.

Board Independence. We value the independence of our directors, with approximately 83% of our directors (5 out of 6) qualifying as independent, including the Chairman of our Board and all members of the committees of our Board of Directors.

Board Composition. We are committed to fostering a Board of Directors with diverse perspectives, backgrounds, and experiences, with 33% of our directors being female and 16.7% of our directors self-identifying as a racial or ethnic minority. The Director Qualification Standards section of the Company’s Corporate Governance Guidelines affirms that a wide range of experience, thought, and professional background is one of the elements to be considered in evaluating director candidates, alongside the key skills and attributes necessary for effective Board service. The Nominating/Corporate Governance Committee will continue to assess the appropriate balance of skills and perspectives required of Board members and, as opportunities arise, will seek to enhance the Board’s composition by prioritizing a broad range of highly qualified candidates. For additional information regarding the evaluation of our director candidates and their specific experience and qualifications, see ‘Nominating/Corporate Governance Committee’ discussion on page 28 of this Proxy Statement and “Experience and Qualifications Represented on our Board of Directors” section on page 23 of this Proxy Statement.

Anti-Hedging and Anit-Pledging Policy. The Company prohibits hedging and pledging of Company stock by executive officers and directors.

Clawback Policy. In November 2023, the Board of Directors adopted a “clawback” policy to comply with Section 10D of the Exchange Act and changes to NYSE listing standards as mandated by the Dodd-Frank Act. For additional information, see “Clawback Policy” on page 46 of this Proxy Statement.

Insider Trading Policy. In January 2024, the Board of Directors amended the Company Securities Trading Policy (the “insider trading policy”) to, among other things, require pre-clearance of the adoption, amendment or termination of any Rule 10b5-1 trading plan by the Company’s insiders and to formalize the Company’s pre-clearance procedures for transactions in the Company’s securities by persons subject to the insider trading policy.

Human Rights Policy. In February 2025, the Board of Directors adopted a human rights policy confirming our commitment to respect human rights worldwide, which is informed by our core values as further elaborated in our Business Conduct Guidelines and our Employee Handbook that govern our professional conduct and ethics with respect to our people, our partners, our health and safety, and our information technology security and aligned with national and international principles of human rights.

Amended and Restated Bylaws. In January 2024, the Board of Directors amended and restated the Bylaws to reflect certain procedural requirements related to the SEC’s “universal proxy” rules. The Bylaws provide that, among other things, with respect to shareholder nominees to the Company’s Board, (i) no shareholder or associated person may solicit proxies in support of any nominee(s) unless such shareholder complies with Rule 14a-19 under the Exchange Act, in connection with the solicitation of such proxies, (ii) the scope of disclosures required by a proposing shareholder seeking to submit a director nomination have been clarified to require the background information regarding the proposed director nominee required to be included pursuant to Regulation 14A (or any successor provision) of the Exchange Act, along with disclosures regarding any other business to be proposed and the interests in the Company’s securities of the proposing shareholders, proposed nominees, and other persons associated with a shareholder’s solicitation of proxies, (iii) shareholders are not entitled to submit more nominees than the number of directors to be elected and may not submit substitute or replacement nominees after the nomination deadline described above, and (iv) certain other procedures, representations, and information requirements apply to shareholder nominations of directors. Additionally, the Bylaws clarify that annual shareholder meetings may be held virtually.

Stock Ownership Policy. In February 2025, the Board of Directors adopted a Stock Ownership Policy to formalize the Company’s existing approach to executive and director equity ownership, reinforcing our commitment to long-term equity alignment with stockholders’ interests. The policy establishes minimum ownership requirements for senior management and directors, recognizes vested RSUs toward ownership thresholds, and sets a compliance time frame consistent with industry practices.

Corporate Governance and Related Matters (continued)

Stockholder Ability to Amend Bylaws. In addition to the power of our Board of Directors to alter, repeal, amend or rescind any provision of the Bylaws and to make new Bylaws, under both our Charter and Bylaws, the Company’s stockholders have the power to alter, repeal, amend or rescind the Bylaws or to make new Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal timely submitted by a stockholder (or stockholder group) that satisfies the ownership and other eligibility requirements of Rule 14a-8 of the Exchange Act, for the periods and as of the dates specified in Rule 14a-8. For additional information regarding the evaluation of our director candidates and their specific experience and qualifications, see “Nominating/Corporate Governance Committee” discussion on page 28 of this Proxy Statement.

Opting out of the Maryland Unsolicited Takeover Act. Our Board of Directors adopted a resolution prohibiting the Company from electing to be subject to the provisions of Title 3, Subtitle 8 of the MGCL contained in Section 3-803 of the MGCL (relating to classification of the board), unless such election is first approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors and filed Articles Supplementary memorializing the resolution with the SDAT. For additional information regarding the evaluation of our director candidates and their specific experience and qualifications, see “Nominating/ Corporate Governance Committee” discussion on page 28 of this Proxy Statement.

Other Governance Practices. Additionally, we hold annual elections for our entire Board of Directors, do not have a classified board of directors, have restrictions on over-boarding and have not adopted a poison pill.

We believe that sound corporate governance strengthens the accountability of our Board of Directors and management and promotes the long-term interest of stockholders. For a more detailed description of our governance policies and procedures, please see the discussions above in this “Corporate Governance and Related Matters” section at page 24 of this Proxy Statement.

The following table sets forth the beneficial ownership of Getty common stock as of February 26, 2025 of (i) each person who is a beneficial owner of more than 5% of the outstanding shares of Getty common stock, (ii) each director, (iii) the NEOs, and (iv) all directors and executive officers as a group. The number of shares column includes shares as to which voting power and/or investment power may be acquired within 60 days of February 26, 2025 (inclusive of vested Restricted Stock Units (“RSUs”) – see footnote 2 below).

The Compensation Committee is responsible for setting and administering the compensation policies and practices for the executive officers of the Company. The Company’s executive compensation program consists primarily of the following elements: base salary, cash incentive compensation, equity compensation and retirement plans. We do not utilize compensation policies or practices that create risks which are reasonably likely to have a material adverse effect on the Company.

This “Compensation Discussion and Analysis” section describes generally the compensation policies and practices that the Company applies to our Chief Executive Officer (“CEO”), Christopher J. Constant, Chief Operating Officer and Chief Investment Officer, Mark J. Olear, our Chief Financial Officer (“CFO”), Brian R. Dickman, and our General Counsel, Joshua Dicker (each of the foregoing, a NEO). For additional details about our NEOs for 2024, see “Executive Officers” at page 31 of this Proxy Statement and “Summary Compensation Table” at page 48 of this Proxy Statement.

The following presents a summary of certain financial and operational highlights achieved by the Company in 2024 which, among other factors, were considered by the Compensation Committee in reaching its determinations regarding the performance and compensation of our NEOs. (See our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024, for additional details regarding each of these highlights.)

Getty’s compensation program for executive officers is designed to effectively manage the Company’s aggregate annual compensation expense while providing executive officers with a competitive total compensation package intended to encourage and motivate their high performance, promote their accountability, and retain them. Getty’s compensation policies are also designed to promote increased stockholder value by aligning the financial interests of Getty’s executive officers with those of its stockholders. The Compensation Committee believes that its current policies, plans and programs are appropriate for these purposes.

Getty’s executive compensation program involves a combination of annual cash compensation, discretionary incentive compensation (cash incentive awards and equity incentive awards such as RSUs with dividend equivalents), retirement and other plans, and perquisites and other benefits. Although the Compensation Committee has not adopted any formal policies for allocating compensation among these compensation components, in conducting its review and rendering its determinations, the Compensation Committee evaluates whether each NEO is provided with a total compensation opportunity that achieves the key objectives of the compensation program while maintaining an appropriate cost and risk management structure.

Base salary levels for NEOs are, in combination with other compensation components, considered by the Compensation Committee to be sufficient to achieve the objectives of Getty’s compensation program. The total compensation for each NEO, including discretionary annual cash incentive awards and RSU grants (and dividend equivalents paid with respect to such RSUs), is in an aggregate amount which the Compensation Committee considers sufficient to retain the NEO and to align their interests with those of Getty’s stockholders.

In making executive compensation determinations, the Compensation Committee has also considered the results of the non-binding, advisory stockholder votes on the Company’s executive compensation program. Our stockholders have approved the Company’s executive compensation program each year since the advisory vote was first sought, most recently approving it by 95.76% of votes cast on the say-on-pay proposal in our 2024 Proxy Statement. The Compensation Committee was mindful of our stockholders’ endorsement of the Compensation Committee’s decisions and policies and has maintained its general approach to executive compensation for decisions made to date. The Compensation Committee will continue to consider the results from this year’s and future advisory stockholder votes regarding the executive compensation program.

Executive Compensation (continued)

Total compensation determinations by the Compensation Committee for each NEO are influenced in part by the particular responsibilities of the applicable executive position with additional consideration given to such NEO’s individual performance. Our CEO reviews the performance of each NEO (other than himself) and provides compensation recommendations to the Compensation Committee with respect to base salary amounts, cash bonuses and grants of equity-based awards under the 2004 Plan, consisting of RSUs (including dividend equivalents with respect to such RSUs).

The Compensation Committee reviews and deliberates upon the CEO’s recommendations, evaluates the CEO’s and each of the NEO’s individual performances, and establishes the compensation for each NEO. The CEO does not play any role in the Compensation Committee’s deliberation on matters impacting his own compensation. Although the Compensation Committee takes the CEO’s recommendations under advisement, it independently evaluates the compensation recommendations for each NEO and in all instances exercises its discretion in making final compensation decisions in accordance with its authority and formal responsibilities set forth in the Charter of the Compensation Committee. The Compensation Committee has direct knowledge of the performance of each of the NEOs through regular and special reports provided by these executives to the Board of Directors and Board Committees and through other interactions with these executives related to the Company’s operations and performance. In reaching the executive compensation decisions described below, the Compensation Committee recognized the individual contributions that each of Messrs. Constant, Olear, Dickman, and Dicker made towards the Company’s operational and financial achievements highlighted above, while also recognizing each of their individual efforts, including the following notable accomplishments for each NEO:

Executive Compensation (continued)

The compensation of the CEO is discussed with input from Board Members to ensure that the decision-making process is well-informed with final deliberation and approval solely by the Compensation Committee.

The Compensation Committee may periodically engage outside professional firms to assist in understanding compensation levels and programs in the broader marketplace and to provide advice on executive compensation. In 2024, the Compensation Committee did not engage the services of a compensation consultant and did not benchmark compensation elements against a peer group. Rather, the Compensation Committee considered relative market compensation levels as one factor in determining the total annual compensation amount for each NEO. The Compensation Committee considered numerous other factors in making pay decisions, including individual and Company performance, the scope of each individual’s responsibility and length of time in the role.

Executive Compensation (continued)

The primary elements of compensation for our NEOs are the following:

The Compensation Committee examines whether each NEO’s base salary is competitive and appropriate in view of such person’s role, level of responsibility, experience and value to the Company, and relative to achieving the overall goals of the compensation program for all NEOs. The Compensation Committee reviews base salaries annually and in the event an executive officer’s position or responsibilities change or if the Compensation Committee believes it is otherwise necessary or appropriate to do so. An NEO’s salary is not automatically increased on an annual basis, and an NEO’s salary will not be increased if the Compensation Committee believes that a raise is not warranted by either individual or Company performance, or that other forms of compensation are more appropriate to advance compensation program objectives.

Increases made to 2024 base salary are reflected in the Summary Compensation Table below. With respect to 2025 base salary, as part of the Compensation Committee’s process and in order to achieve the overall goals of Getty’s executive compensation program, the Compensation Committee determined to increase base salaries in 2025 for each NEO from those in effect in 2024 by approximately 2.7%.

The Compensation Committee believes that discretionary cash bonuses are useful on a case-by-case basis to motivate and reward executives for their contribution with respect to annual operating results and Company achievements that help create value for our stockholders. Cash bonuses for NEOs are not guaranteed but have been awarded at the discretion of the Compensation Committee. In deciding whether to award discretionary cash bonuses, the Compensation Committee makes its determinations as described above, based upon (i) recommendations from the Company’s CEO, (ii) its review with the CEO of the performance of each NEO (other than the CEO himself), (iii) its evaluation of the CEO’s individual performance, (iv) with respect to each NEO, its informed judgment, in view of the Company’s financial and operational performance, of such NEO’s responsibilities and efforts, such NEO’s contribution to the overall performance and success of the Company, and the complexity or difficulty of the objectives that have been achieved by such NEO, (v) the relative significance of a cash bonus award toward meeting the overall goals of Getty’s compensation program, and (vi) other relevant considerations. These factors are considered subjectively and no one factor is accorded any specific weight. In February 2025, the Compensation Committee approved discretionary cash bonuses. Specifically, Mr. Constant was paid a cash bonus of $540,000, Mr. Dickman was paid a cash bonus of $355,000, and Messrs. Olear and Dicker were each paid a cash bonus of $340,000.

The Company maintains the stockholder-approved 2004 Plan for officers, other valued employees of the Company and its subsidiaries, and members of the Board of Directors. The 2004 Plan allows for the grant of various types of stock-based awards to eligible individuals, other than stock options. The 2004 Plan is administered by the Compensation Committee, which has the power to determine eligibility, the types and sizes of awards, the price and timing of awards, terms of vesting, the acceleration or waiver of any vesting restriction and the timing and manner of settling vested awards.

Generally, to better align the interests of the Company’s NEOs with the interests of the Company’s stockholders and to promote performance that will have a positive long-term impact on total stockholder return, the Compensation Committee annually grants equity-based awards under the 2004 Plan to the Company’s NEOs, consisting of time-based RSUs (including dividend equivalents paid with respect to such RSUs). These RSU awards vest ratably over a five-year period commencing on the first anniversary of the grant date, subject to continued employment through each vesting date, and, with respect to all RSU awards granted from and after 2009, are settled in the discretion of the Compensation Committee in cash or in shares of

Executive Compensation (continued)

the Company’s common stock upon the earlier of ten years after the grant date (or ten years after the first vesting date for RSU awards granted in 2016 - 2018) or termination of employment. Settlement of RSUs granted prior to 2009 is deferred until termination of service, pursuant to the terms of the award agreements in effect prior to 2009. All award agreements also provide for vesting of unvested RSUs in the discretion of the Compensation Committee in the event of the “Retirement” (as defined in the award agreement) of the executive officer or other holder.

On a total company basis, when appropriate, the Compensation Committee also analyzes (i) the number of shares used by Getty during the year with respect to new equity awards (i.e., burn rates), (ii) the number of shares subject to outstanding equity awards relative to the total number of shares issued and outstanding (i.e., issued equity overhang), and (iii) the number of shares subject to outstanding equity awards and available for future grants relative to the total number of shares issued and outstanding (i.e., total equity overhang).

The Compensation Committee believes that analyzing these additional factors allows it to assess whether granting new awards to the NEOs is prudent based on the pool of shares Getty has available for grants to all of Getty’s employees and to take into consideration the impact on the dilution of stockholder interests and overhang.

The Compensation Committee’s determination in February 2025 to grant RSUs under the annual equity grant program to Messrs. Constant, Olear, Dickman and Dicker was in keeping with its annual practice of using RSUs as an important part of the total executive compensation program.

The Compensation Committee determines each year the appropriate size of RSU awards to grant to the NEOs in furtherance of Getty’s executive compensation philosophy and objectives by reviewing and considering numerous factors, including the following: