Pay vs Performance Disclosure, Table

Pay Versus Performance Table

As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs as compared to (i) our total shareholder return (“TSR”) performance (on an absolute and relative basis), (ii) net income, and (iii) AFFO per share, the company’s selected measure. Differences in our summary compensation table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, and the probability assessment of performance under our performance share plan (“PSP”) at the end of each fiscal year.

The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.

The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation (calculated in the same manner as used for the Summary Compensation Table for our principal executive officer (“PEO”) and, as an average, for our other NEOs (“Non-PEO NEOs”), (ii) a measure of compensation referred to as “compensation actually paid” (or “CAP”) and calculated in accordance with the available SEC guidance for our PEO and, as an average, for our Non-PEO NEOs, and (iii) certain financial performance measures, in each case, for our four most recently completed fiscal years.


													Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO (Mr. Czarnecki) ($)(1)		Compensation Actually Paid to PEO (Mr. Czarnecki) ($)		Summary Compensation Table Total for PEO (Mr. Moragne) ($)(1)		Compensation Actually Paid to PEO (Mr. Moragne) ($)		Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($) (2)		Company TSR ($)(3)		MSCI US REIT TSR ($)(3)	Net Income (Loss) ($ in thousands)		AFFO per Share ($)
2024	-		-			6,613,722		7,479,764		2,708,110		2,748,950		127.50	143.91		168,989		1.43
2023		944,354		1,141,357		4,195,587		4,328,743		1,854,801		1,940,204		129.11	132.33		163,312		1.41
2022		4,464,584		2,089,127	-		-			1,522,899		1,018,133		113.34	116.34		129,475		1.40
2021		4,428,205		5,989,430	-		-			1,475,820		1,615,407		163.55	154.12		109,528		1.31
2020		3,321,219		3,269,024	-		-			1,654,863		1,636,608		123.29	107.73		56,276		1.41

(1)

In accordance with applicable SEC rules, since Mr. Czarnecki and Mr. Moragne each served as CEO during 2023, they are both included in the table above as a PEO.

(2)

Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


Year	PEO 1	PEO 2	Non-PEO NEOs
2024	-	John D. Moragne	Ryan M. Albano, Kevin M. Fennell, Michael B. Caruso, William D. Garner
2023	Christopher J. Czarnecki	John D. Moragne	Ryan M. Albano, Roderick A. Pickney, John D. Callan, Jr., Kevin M. Fennell
2022	Christopher J. Czarnecki	-	Ryan M. Albano, John D. Moragne, Roderick A. Pickney, John D. Callan, Jr.
2021	Christopher J. Czarnecki	-	Ryan M. Albano, John D. Moragne, Roderick A. Pickney, Andrea T. Wright, Sean T. Cutt
2020	Christopher J. Czarnecki	-	Ryan M. Albano, John D. Moragne, Sean Cutt

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined based on the stock price at the end of each fiscal year taking into account the probable outcome as of the end of the year for outstanding performance awards. The following table sets forth the adjustments we made in the pay-versus-performance table in order to arrive at the amount of compensation “actually paid” to our NEOs:


Adjustments to Determine Compensation “Actually Paid” for PEO1 (Mr. Czarnecki)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT					0			(2,552,546	)		(2,373,361	)		(2,000,000	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end					0			1,762,157			3,433,452			1,910,244
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					(87,815	)		(1,713,018	)		357,855			0
Increase for Fair Value of Awards Granted during year that Vested					0			0			0			0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year					76,995			(126,447	)		(36,878	)		0
Increase based on Dividends paid or accrued prior to Vesting Date of Award					207,823			254,397			180,157			37,561
Total Adjustments					197,003			(2,375,457	)		1,561,225			(52,195	)

Adjustments to Determine Compensation “Actually Paid” for PEO2 (Mr. Moragne)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT		(4,361,782	)		(2,393,189	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		4,791,223			2,333,846
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		435,130			(39,104	)
Increase for Fair Value of Awards Granted during year that Vested	0				0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		371,124			27,857
Increase based on Dividends paid or accrued prior to Vesting Date of Award		(369,653	)		203,746
Total Adjustments		866,042			133,156

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT		(1,685,998	)		(973,182	)		(639,825	)		(577,410	)		(700,000	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		1,843,433			970,537			444,440			586,055			668,598
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		(145,465	)		(8,607	)		(336,188	)		58,534		0
Increase for Fair Value of Awards Granted during year that Vested	0			0			0				55,068		0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		(108,736	)		13,349			(30,821	)		(15,831	)	0
Increase based on Dividends paid or accrued prior to Vesting Date of Award		137,606			83,306			57,629			33,171			13,147
Total Adjustments		(40,840	)		85,403			(504,766	)		139,587			(18,255	)

(3)

The reported cumulative TSR is calculated by the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s closing share price at the end of the first trading day, September 17, 2020 ($16.30), and at the end of the measurement period, based on an initial $100 investment on this date.

Company Selected Measure Name

AFFO

Named Executive Officers, Footnote

(2)


Year	PEO 1	PEO 2	Non-PEO NEOs
2024	-	John D. Moragne	Ryan M. Albano, Kevin M. Fennell, Michael B. Caruso, William D. Garner
2023	Christopher J. Czarnecki	John D. Moragne	Ryan M. Albano, Roderick A. Pickney, John D. Callan, Jr., Kevin M. Fennell
2022	Christopher J. Czarnecki	-	Ryan M. Albano, John D. Moragne, Roderick A. Pickney, John D. Callan, Jr.
2021	Christopher J. Czarnecki	-	Ryan M. Albano, John D. Moragne, Roderick A. Pickney, Andrea T. Wright, Sean T. Cutt
2020	Christopher J. Czarnecki	-	Ryan M. Albano, John D. Moragne, Sean Cutt

Adjustment To PEO Compensation, Footnote


Adjustments to Determine Compensation “Actually Paid” for PEO1 (Mr. Czarnecki)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT					0			(2,552,546	)		(2,373,361	)		(2,000,000	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end					0			1,762,157			3,433,452			1,910,244
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					(87,815	)		(1,713,018	)		357,855			0
Increase for Fair Value of Awards Granted during year that Vested					0			0			0			0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year					76,995			(126,447	)		(36,878	)		0
Increase based on Dividends paid or accrued prior to Vesting Date of Award					207,823			254,397			180,157			37,561
Total Adjustments					197,003			(2,375,457	)		1,561,225			(52,195	)

Adjustments to Determine Compensation “Actually Paid” for PEO2 (Mr. Moragne)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT		(4,361,782	)		(2,393,189	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		4,791,223			2,333,846
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		435,130			(39,104	)
Increase for Fair Value of Awards Granted during year that Vested	0				0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		371,124			27,857
Increase based on Dividends paid or accrued prior to Vesting Date of Award		(369,653	)		203,746
Total Adjustments		866,042			133,156

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT		(1,685,998	)		(973,182	)		(639,825	)		(577,410	)		(700,000	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		1,843,433			970,537			444,440			586,055			668,598
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		(145,465	)		(8,607	)		(336,188	)		58,534		0
Increase for Fair Value of Awards Granted during year that Vested	0			0			0				55,068		0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		(108,736	)		13,349			(30,821	)		(15,831	)	0
Increase based on Dividends paid or accrued prior to Vesting Date of Award		137,606			83,306			57,629			33,171			13,147
Total Adjustments		(40,840	)		85,403			(504,766	)		139,587			(18,255	)

Non-PEO NEO Average Total Compensation Amount

$ 2,708,110

$ 1,854,801

$ 1,522,899

$ 1,475,820

$ 1,654,863

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,748,950

1,940,204

1,018,133

1,615,407

1,636,608

Adjustment to Non-PEO NEO Compensation Footnote


Adjustments to Determine Compensation “Actually Paid” for PEO1 (Mr. Czarnecki)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT					0			(2,552,546	)		(2,373,361	)		(2,000,000	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end					0			1,762,157			3,433,452			1,910,244
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					(87,815	)		(1,713,018	)		357,855			0
Increase for Fair Value of Awards Granted during year that Vested					0			0			0			0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year					76,995			(126,447	)		(36,878	)		0
Increase based on Dividends paid or accrued prior to Vesting Date of Award					207,823			254,397			180,157			37,561
Total Adjustments					197,003			(2,375,457	)		1,561,225			(52,195	)

Adjustments to Determine Compensation “Actually Paid” for PEO2 (Mr. Moragne)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT		(4,361,782	)		(2,393,189	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		4,791,223			2,333,846
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		435,130			(39,104	)
Increase for Fair Value of Awards Granted during year that Vested	0				0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		371,124			27,857
Increase based on Dividends paid or accrued prior to Vesting Date of Award		(369,653	)		203,746
Total Adjustments		866,042			133,156

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average)	2024			2023			2022			2021			2020
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT		(1,685,998	)		(973,182	)		(639,825	)		(577,410	)		(700,000	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end		1,843,433			970,537			444,440			586,055			668,598
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		(145,465	)		(8,607	)		(336,188	)		58,534		0
Increase for Fair Value of Awards Granted during year that Vested	0			0			0				55,068		0
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year		(108,736	)		13,349			(30,821	)		(15,831	)	0
Increase based on Dividends paid or accrued prior to Vesting Date of Award		137,606			83,306			57,629			33,171			13,147
Total Adjustments		(40,840	)		85,403			(504,766	)		139,587			(18,255	)

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, the CAP amounts for our executives are generally aligned with the Company’s cumulative TSR over the five years presented in the Pay Versus Performance Table. In 2024, the increase in CAP is driven by the fair value of equity awards granted in 2024, including those granted for retention and promotion as previously described. The alignment of CAP amounts with the Company’s cumulative TSR over the period presented reflects the fact that a significant portion of compensation to our PEO and other NEOs is comprised of equity awards.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income (Loss)

As is typical for a company in the REIT industry, the Company does not consider net income (loss) as a key indicator of Company performance or stockholder value creation, and as such, it is not used directly as a performance metric in either the annual incentive program or the long-term incentive program. Therefore, there is no specific relationship between the Company’s net income (loss) outcome for a particular year and our compensation decisions.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and AFFO Per Share

While the Company also uses other financial performance measures for the purpose of evaluating performance for the Company’s executive compensation programs, the Company has determined that AFFO Per Share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for 2024, to the Company’s performance. We believe that AFFO Per Share is a useful supplemental measure for investors to consider both because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses, and because it is the most significant financial measure used for determination of bonus amounts pursuant to the Company’s 2024 annual incentive program. Notably, the trajectory of AFFO Per Share performance since 2020 is greatly impacted by the initial public offering (“IPO”) of the Company’s Common Stock in September 2020, which had a dilutive impact on AFFO Per Share. Even though the Company’s reported AFFO Per Share decreased from 2020 to 2021, our reported AFFO Per Share in 2021 represents a 9.2% increase over our Q4 2020 (post-IPO) annualized results. Over 2022 and 2023, the Company maintained AFFO per Share of $1.40 and $1.41, respectively, matching the historical four-year high in 2020. In 2024, the Company reported AFFO per Share of $1.43, reflecting a historical high since 2020. Accordingly, while the following graph demonstrates that the CAP amounts for our PEO and other NEOs are not fully aligned with the Company’s “company-selected measure” of AFFO Per Share over the four years presented in the Pay Versus Performance Table, we believe that the AFFO Per Share performance is aligned with the Company’s compensation practices. Further, because AFFO Per Share is only one of several factors used in our annual incentive program, and a significant portion of each NEO’s compensation is tied to long-term incentive awards, CAP values are more directly influenced by fluctuations in our share price than by our AFFO Per Share results when considered as a single measure.

Total Shareholder Return Vs Peer Group

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

As demonstrated by the following graph, based on an initial $100 investment on September 17, 2020, the Company’s cumulative TSR outperformed the referenced index as of Year-Ends 2020 and 2021, while underperforming as of Year-Ends 2022, 2023 and 2024.

Tabular List, Table

Tabular List of Important Financial Measures

The following reflects the financial measures that that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2024:

      Most Important Financial Measures for 2024

     

      Adjusted Funds From Operations (AFFO) Per Share

     

      Net Debt to Annualized Adjusted EBITDAre

     

      Economic Occupancy

     

      Relative TSR

     

Total Shareholder Return Amount

$ 127.5

129.11

113.34

163.55

123.29

Peer Group Total Shareholder Return Amount

143.91

132.33

116.34

154.12

107.73

Net Income (Loss)

$ 168,989,000

$ 163,312,000

$ 129,475,000

$ 109,528,000

$ 56,276,000

Company Selected Measure Amount | PerShare

1.43

1.41

1.4

1.31

1.41

Measure:: 1

Adjusted Funds From Operations (AFFO) Per Share

Measure:: 2

Net Debt to Annualized Adjusted EBITDAre

Measure:: 3

Economic Occupancy

Measure:: 4

Christopher J. Czarnecki [Member]

Relative TSR

PEO Total Compensation Amount

$ 0

$ 944,354

$ 4,464,584

$ 4,428,205

$ 3,321,219

PEO Actually Paid Compensation Amount

$ 1,141,357

$ 2,089,127

$ 5,989,430

$ 3,269,024

PEO Name

Christopher J. Czarnecki

Mr. Moragne [Member]

PEO Total Compensation Amount

6,613,722

$ 4,195,587

$ 0

PEO Actually Paid Compensation Amount

$ 7,479,764

$ 4,328,743

PEO Name

John D. Moragne

PEO | Christopher J. Czarnecki [Member]

PEO | Christopher J. Czarnecki [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

$ 197,003

(2,375,457)

1,561,225

(52,195)

PEO | Christopher J. Czarnecki [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,552,546)

(2,373,361)

(2,000,000)

PEO | Christopher J. Czarnecki [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

1,762,157

3,433,452

1,910,244

PEO | Christopher J. Czarnecki [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(87,815)

(1,713,018)

357,855

PEO | Christopher J. Czarnecki [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Christopher J. Czarnecki [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

207,823

254,397

180,157

37,561

PEO | Mr. Moragne [Member]

76,995

(126,447)

(36,878)

PEO | Mr. Moragne [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

$ 866,042

133,156

PEO | Mr. Moragne [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(4,361,782)

(2,393,189)

PEO | Mr. Moragne [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

4,791,223

2,333,846

PEO | Mr. Moragne [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

435,130

(39,104)

PEO | Mr. Moragne [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Mr. Moragne [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(369,653)

203,746

371,124

27,857

Non-PEO NEO

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(40,840)

85,403

(504,766)

139,587

(18,255)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(1,685,998)

(973,182)

(639,825)

(577,410)

(700,000)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

1,843,433

970,537

444,440

586,055

668,598

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(145,465)

(8,607)

(336,188)

58,534

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

55,068

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

137,606

83,306

57,629

33,171

13,147