Not independent
Tenure on this board
3.3 yrs
5 nominees · 4 ballot items.
Election of five directors; ratification of Crowe LLP as independent auditor; advisory approval of named executive officers’ compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (one, two, or three years).
Elect five director nominees—Luca Fabbri, John A. Good, Danny D. Moore, Paul A. Pittman, and Bruce J. Sherrick—for one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding (advisory) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory management proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks this vote to obtain shareholder input on executive pay practices and to demonstrate alignment between executive incentives and company performance, consistent with SEC rules requiring such disclosure. The company emphasizes that compensation consists of base salary, short-term incentives, and restricted stock awards and that performance metrics include renewal rates of expiring leases, AFFO per share, and balance sheet management to align pay with strategic priorities. The Board notes that the 2025 Say-on-Pay proposal failed to receive majority support, prompting enhanced stockholder engagement and additional disclosure; management recommends a vote "FOR" and intends to consider stockholder feedback if significant opposition recurs. Although advisory and non-binding, the vote informs the Compensation Committee’s future decisions; the Board recommends annual votes as reflected in Proposal 4. Given the company’s lean management structure and compensation that management characterizes as modest relative to peers, the Board argues these programs balance retention and pay-for-performance. Potential areas of investor concern include single-trigger change-in-control severance provisions and past low investor support; management has responded with engagement, enhanced disclosures, and rationale for its severance practices, but these remain points of contention for governance-focused investors.
Determine, on an advisory basis, whether future advisory votes on executive compensation should be held every one, two, or three years; the Board recommends one year.
This management proposal asks shareholders to indicate their preferred frequency for future non-binding advisory votes on executive compensation: one, two, or three years. The Board recommends an annual advisory vote, arguing that more frequent votes facilitate regular stockholder input into executive compensation decisions and policies. This recommendation is contextualized by the prior year’s Say-on-Pay result (below majority support), prompting the Board to seek more frequent engagement and responsiveness from management. While advisory and non-binding, the frequency vote signals shareholder sentiment to the Compensation Committee; an annual frequency increases accountability but may also involve more governance costs. Institutional investors often favor annual votes, while some argue less frequent votes allow for better assessment of long-term pay outcomes; the Board's preference reflects an emphasis on ongoing engagement and oversight. Management’s proposal is presented alongside continued commitments to consider shareholder feedback when making compensation decisions. This proposal is routine in nature for governance but non-binding, with the Board explicitly recommending "ONE YEAR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.69% | 2,043,825 | $23M |
| 2 | BlackRock, Inc. | 4.02% | 1,755,440 | $20M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 1,719,633 | $19M |
| 4 | BlackRock, Inc. | 3.90% | 1,701,694 | $19M |
| 5 | TWO SIGMA INVESTMENTS, LP | 3.32% | 1,447,658 | $16M |
| 6 | Accordant Advisory Group Inc | 3.27% | 1,426,948 | $16M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% | 930,762 | $10M |
| 8 | STATE STREET CORP | 2.09% | 912,479 | $10M |
| 9 | DEUTSCHE BANK AG\ | 2.06% | 900,000 | $10M |
| 10 | Uniplan Investment Counsel, Inc. | 1.89% | 825,997 | $9M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.