XML 33 R2.htm IDEA: XBRL DOCUMENT v3.24.0.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
Value of Initial Fixed $100
Investment Based on:
Year(1)
Summary
Compensation
Table Total for
PEO ($)(2)
Compensation
Actually Paid
to PEO ($)(3)
Average
Summary Compensation
Table Total for Non-PEO
Named Executive
Officers ($)(4)
Average Compensation
Actually Paid to Non-PEO
Named Executive
Officers ($)(5)
Total
Shareholder
Return ($)(6)
Peer Group
Total
Shareholder
Return ($)(6)(7)
Net Income ($)
(in thousands)(8)
AFFO ($) per
share(9)
2023
$2,796,476
$2,458,666
$1,792,227
$1,579,878
$111.13
$109.81
$60,151
$2.25
2022
$2,210,657
$2,599,157
$1,499,777
$1,757,274
$121.71
$101.64
$90,043
$2.14
2021
$1,917,849
$2,352,194
$1,331,808
$1,596,281
$107.74
$118.33
$62,860
$2.08
2020
$1,714,764
$1,501,844
$971,034
$532,456
$89.04
$88.70
$69,388
$1.94
(1)
In accordance with the transitional relief under the SEC rules, only four years of information is required as this is the Company’s second year of disclosure under Item 402(v) of Regulation S-K.
(2)
For all years in question, our Principal Executive Officer (PEO) was the Company’s President and Chief Executive Officer, Christopher J. Constant.
(3)The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2023, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for PEO
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2023
$(1,615,000)
$1,387,950
$0
$(298,635)
$4,050
$0
$183,825
$(337,810)
(4)
During 2023, 2022 and 2021, our remaining NEOs consisted of Mark J. Olear (Chief Operating Officer and Chief Investment Officer), Joshua Dicker (General Counsel), and Brian R. Dickman (Chief Financial Officer). During 2020, our remaining NEOs were the same NEOs as 2021-2023 with the addition of Danion Fielding (former Chief Financial Officer) who resigned effective December 11, 2020. Mr. Dickman was appointed Chief Financial Officer effective December 14, 2020.
(5)
The following table sets forth the adjustments made to arrive at compensation “actually paid” to our Non-PEO Named Executive Officers during 2023, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for Non-PEO
Named
Executive
Officers
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2023
$(952,000)
$818,160
$0
$(190,787)
$(1,764)
$0
$114,042
$(212,349)
(6)
Total shareholder return is calculated for each year based on a fixed investment of $100 from the beginning of the earliest year in the table (December 31, 2019) through the end of each applicable year in the table, assuming reinvestment of dividends.
(7)
Our peer group is the same peer group as reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp (was not publicly traded in 2019), and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing single tenant net lease retail properties.
(8)
Net income is reported as Net Earnings in the Company’s financial statements.
(9)
The Company selected Adjusted Funds from Operations (AFFO) as its Company-selected measure for the reasons set forth below.
     
Company Selected Measure Name Adjusted Funds from Operations (AFFO)      
Named Executive Officers, Footnote
(2)
For all years in question, our Principal Executive Officer (PEO) was the Company’s President and Chief Executive Officer, Christopher J. Constant.
(4)
During 2023, 2022 and 2021, our remaining NEOs consisted of Mark J. Olear (Chief Operating Officer and Chief Investment Officer), Joshua Dicker (General Counsel), and Brian R. Dickman (Chief Financial Officer). During 2020, our remaining NEOs were the same NEOs as 2021-2023 with the addition of Danion Fielding (former Chief Financial Officer) who resigned effective December 11, 2020. Mr. Dickman was appointed Chief Financial Officer effective December 14, 2020.
     
Peer Group Issuers, Footnote
(7)
Our peer group is the same peer group as reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp (was not publicly traded in 2019), and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing single tenant net lease retail properties.
     
PEO Total Compensation Amount $ 2,796,476 $ 2,210,657 $ 1,917,849 $ 1,714,764
PEO Actually Paid Compensation Amount $ 2,458,666 2,599,157 2,352,194 1,501,844
Adjustment To PEO Compensation, Footnote
(3)The following table sets forth the adjustments made to arrive at compensation “actually paid” to our PEO during 2023, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for PEO
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2023
$(1,615,000)
$1,387,950
$0
$(298,635)
$4,050
$0
$183,825
$(337,810)
     
Non-PEO NEO Average Total Compensation Amount $ 1,792,227 1,499,777 1,331,808 971,034
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,579,878 1,757,274 1,596,281 532,456
Adjustment to Non-PEO NEO Compensation Footnote
(5)
The following table sets forth the adjustments made to arrive at compensation “actually paid” to our Non-PEO Named Executive Officers during 2023, as shown in the Pay Versus Performance Table:
Adjustments
to Determine
Compensation
“Actually Paid”
for Non-PEO
Named
Executive
Officers
Deduction
for Amounts
Reported under
the “Stock
Awards”
Column in the
SCT
Increase for
Fair Value
of Awards
Granted during
the year
that Remain
Unvested as of
Year End
Increase for
Fair Value
of Awards
Granted
during the
year that
Vest during
year
Increase/deduction for
Change in Fair Value
from prior Year-end
to current Year-end
of Awards Granted
Prior to year that
were Outstanding and
Unvested as of Year-end
Increase/deduction
for Change in Fair
Value from Prior
Year-end to Vesting
Date of Awards
Granted Prior to
year that Vested
during year
Deduction
of Fair Value
of Awards
Granted Prior
to year that
were Forfeited
or Modified
during year
Dollar Value of
Dividends or other
Earnings Paid on
Stock Awards
prior to Vesting
Date not otherwise
included in Total
Compensation
Total
Adjustments
2023
$(952,000)
$818,160
$0
$(190,787)
$(1,764)
$0
$114,042
$(212,349)
     
Compensation Actually Paid vs. Total Shareholder Return
Pay Versus Performance Relationship Disclosures
The chart below provides a comparison between the Company total shareholder return against the total shareholder return of our peer group for 2020, 2021, 2022, and 2023.
     
Compensation Actually Paid vs. Net Income
Pay Versus Performance Relationship Disclosures
The chart below illustrates the correlation between NEO compensation actually paid (CAP) and net income for 2020, 2021, 2022, and 2023.

*Net income for the year ended December 31, 2022, included a credit of $22.2 million related to the removal of reserves for unknown environmental remediation obligations at certain properties.
     
Compensation Actually Paid vs. Company Selected Measure
Pay Versus Performance Relationship Disclosures
The chart below illustrates the correlation between NEO compensation actually paid (CAP) and AFFO per share for 2020, 2021, 2022, and 2023.

     
Total Shareholder Return Vs Peer Group
Pay Versus Performance Relationship Disclosures
The chart below provides a comparison between the Company total shareholder return against the total shareholder return of our peer group for 2020, 2021, 2022, and 2023.
     
Tabular List, Table
List of Most Important Financial Performance Measures
The following table outlines what we believe to be our NEO’s key performance measures, in no particular order, given our status as a REIT. These key performance measures are further described in “2023 Company Performance Highlights” section on page 39 of this Proxy Statement.
KEY PERFORMANCE MEASURES
Adjusted Funds from Operations (AFFO) per share
Net Debt to EBITDA
Annual Base Rent
Portfolio Diversification
We believe Adjusted Funds from Operations (AFFO) per share to be the most significant measure in determining the compensation of our NEOs because we believe it best reflects the core operating performance of our portfolio. In addition, AFFO per share is generally considered by analysts and investors to be an appropriate supplemental non-GAAP measure of performance for REITs and has utility in comparing our core operating performance between periods and to the core operating performance of comparable real estate companies.
     
Total Shareholder Return Amount $ 111.13 121.71 107.74 89.04
Peer Group Total Shareholder Return Amount 109.81 101.64 118.33 88.7
Net Income (Loss) $ 60,151,000 $ 90,043,000 $ 62,860,000 $ 69,388,000
Company Selected Measure Amount | $ / shares 2.25 2.14 2.08 1.94
PEO Name Christopher J. Constant Christopher J. Constant Christopher J. Constant Christopher J. Constant
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Funds from Operations (AFFO) per share      
Non-GAAP Measure Description
We believe Adjusted Funds from Operations (AFFO) per share to be the most significant measure in determining the compensation of our NEOs because we believe it best reflects the core operating performance of our portfolio. In addition, AFFO per share is generally considered by analysts and investors to be an appropriate supplemental non-GAAP measure of performance for REITs and has utility in comparing our core operating performance between periods and to the core operating performance of comparable real estate companies.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Annual Base Rent      
Measure:: 3        
Pay vs Performance Disclosure        
Name Net Debt to EBITDA      
Measure:: 4        
Pay vs Performance Disclosure        
Name Portfolio Diversification      
PEO | Total Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (337,810)      
PEO | Amounts Reported Under the “Stock Awards” Column in the SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,615,000)      
PEO | Fair Value of Awards Granted During the Year that Remain Unvested as of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,387,950      
PEO | Fair Value of Awards Granted During the Year that Vest During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that Were Outstanding and Unvested as of Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (298,635)      
PEO | Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,050      
PEO | Fair Value of Awards Granted Prior to Year that were Forfeited or Modified During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Dollar Value of Dividends or Other Earnings Paid on Stock Awards Prior to Vesting Date not Otherwise Included in Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 183,825      
Non-PEO NEO | Total Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (212,349)      
Non-PEO NEO | Amounts Reported Under the “Stock Awards” Column in the SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (952,000)      
Non-PEO NEO | Fair Value of Awards Granted During the Year that Remain Unvested as of Year End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 818,160      
Non-PEO NEO | Fair Value of Awards Granted During the Year that Vest During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that Were Outstanding and Unvested as of Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (190,787)      
Non-PEO NEO | Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,764)      
Non-PEO NEO | Fair Value of Awards Granted Prior to Year that were Forfeited or Modified During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Dollar Value of Dividends or Other Earnings Paid on Stock Awards Prior to Vesting Date not Otherwise Included in Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 114,042