Ben Fox
About Ben Fox
Ben Fox is EPR Properties’ incoming senior investment leader, hired as Executive Vice President in August 2025 and expected to succeed the retiring CIO in Q1 2026; he was already presented publicly as EVP & CIO at the September 2025 BofA Global Real Estate Conference . He previously led net-lease investing and operations at Ares Management (Managing Director, Net Lease) and Realty Income (EVP, Asset Management & Operations) where he oversaw ~7,000 properties across the U.S. and U.K., bringing deep net-lease transaction and portfolio operations expertise to EPR . EPR’s recent operating backdrop he inherits: Q2 2025 revenue +2.9% y/y to $178.1M, AFFO/share +3.3% y/y to $1.24, with 2025 FFOAA/share guidance implying ~4.3% growth at the midpoint and a balance sheet at 39% net debt/gross assets and 5.1x Net Debt/Adjusted EBITDAre, supportive of a renewed acquisition cadence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPR Properties | EVP (joins Aug 2025); presented as EVP & CIO at Sept 2025 conference | 2025–present | Hired to lead investment engine as the company pivots toward a ~$500M run-rate of acquisitions and a robust pipeline; succession to CIO in Q1 2026 planned . |
| Ares Management (Net Lease Division) | Managing Director | Prior to EPR | Net-lease principal investing experience applicable to EPR’s experiential net-lease strategy . |
| Realty Income | EVP, Asset Management & Operations | Prior to Ares | Oversaw/managing ~7,000 properties across the U.S. and U.K.; large-scale operating and asset management credentials . |
External Roles
- None disclosed in EPR filings/press materials reviewed for Ben Fox .
Fixed Compensation
- Ben Fox’s specific base salary, target bonus, and initial equity grant details were not disclosed in EPR’s July 30, 2025 8-K or accompanying materials .
- Reference framework (company program): Named executive officers’ annual incentive program (AIP) uses FFO as adjusted per share, investment spending, and personal performance; awards can be elected in stock and are valued at 150% of the cash amount if taken in restricted shares (3-year vest) .
- For context, 2024 AIP targets by role for NEOs were: CEO 150% (target), CFO 100%, CIO 105%, GC 55%, CAO 55% of base salary; weightings were 50% FFOAA/share, 30% investment spending, 20% personal goals .
Performance Compensation
Annual Incentive Plan (AIP) Structure and 2024 Results (Program Reference)
| Metric | Weight | Target | Actual | Payout Calibration | Vesting |
|---|---|---|---|---|---|
| FFO as adjusted per share | 50% | $4.86 | $4.87 | Between target and maximum | AIP equity (if elected) vests ratably over 3 years |
| Investment spending | 30% | $250M | $263.9M | Between target and maximum | AIP equity (if elected) vests ratably over 3 years |
| Personal performance | 20% | — | Achieved (committee assessment) | Qualitative assessment | AIP equity (if elected) vests ratably over 3 years |
- Mechanics: AIP can be paid in cash or nonvested restricted shares at an uplift of 150% for equity elections to increase alignment; executives historically have elected equity .
Long-Term Incentive (LTI) Program (Program Reference)
| Component | Weighting | Performance Period | Performance/Payout Grid | Vesting |
|---|---|---|---|---|
| PSUs – Relative TSR vs Triple-Net Peer Group | 52.2% of PSU score | 3-year (e.g., 2024–2026) | 30th percentile=50% payout; 55th=100% target; 75th=167%; 75th+ ≥10% absolute TSR=217% | PSUs vest/settle after 3-year performance period |
| PSUs – Relative TSR vs MSCI US REIT Index | 26.1% | 3-year | Same payout grid as above | 3-year performance period |
| PSUs – AFFO/share CAGR | 21.7% | 3-year | Payout per established curve (not fully reproduced in proxy excerpt) | 3-year performance period |
| Time-based restricted stock | 1/3 of LTI grant value | 4 years | — | Vests ratably over 4 years |
- Notable calibration change: beginning 2024 awards, TSR-based metrics require 55th percentile (vs prior 50th) for target payout to strengthen pay-for-performance rigor .
Equity Ownership & Alignment
| Policy | Requirement / Rule |
|---|---|
| Share ownership guidelines (effective Feb 24, 2025) | CEO: 12x salary; CFO: 6x; Executive Vice Presidents: 6x; Senior Vice Presidents: 3x; Trustees: 6x retainer. Compliance required within 4 years of becoming an executive/trustee . |
| Anti-hedging/anti-pledging | Executives and trustees are prohibited from hedging and pledging company securities, including margin loans . |
| Clawback | NYSE-compliant clawback policy for erroneously awarded incentive-based compensation upon financial restatement . |
| AIP equity election | Equity election valued at 150% of cash bonus to increase ownership alignment (3-year vest) . |
Employment Terms
- Appointment and succession: EPR disclosed Ben Fox was hired as an Executive Vice President joining in August 2025 and is expected to succeed CIO Greg Zimmerman upon his retirement in Q1 2026 .
- Offer letter/compensatory arrangements: Not filed in the July 30, 2025 8-K; specific salary/bonus/equity grant terms were not disclosed in that filing .
- Severance Plan (company-wide framework for full-time employees, including executives):
- Qualifying termination (without cause/for good reason): cash severance = 24x monthly base compensation (base salary + target annual bonus, divided by 12) plus 18x monthly welfare compensation (COBRA subsidy), accrued salary/vacation, and pro rata AIP; LTI treatment per award terms .
- Change-in-control: The plan provides additional change-in-control cash severance for certain executives (as disclosed for CEO +12x monthly base comp; CFO/CIO +6x monthly base comp) if a qualifying termination occurs within six months before or one year after a change-in-control; amounts subject to 280G/4999 limitations .
- Equity acceleration: Under the equity plans, upon a change-in-control, unvested restricted shares and performance share awards become fully vested; death/disability also accelerates vesting .
- Restrictive covenants: Receipt of severance benefits requires release of claims and compliance with non-compete, non-solicit, confidentiality, and other covenants .
Performance & Track Record
- Prior value-creation roles: At Realty Income, Fox oversaw ~7,000 properties across U.S. and U.K., indicating large-scale operating and asset management execution capability in net-lease REITs; at Ares Net Lease, he served as Managing Director, adding principal investing experience .
- Early EPR strategic emphasis under Fox’s remit: Management publicly highlighted pivoting from dispositions to growth, with potential to resume ~$500M annual acquisitions and a robust pipeline; Fox described intent to “build on the momentum” in existing verticals as the company shifts into a growth phase .
- EPR operating cadence in 2025: Q2 revenue +2.9% y/y; AFFO/share +3.3% y/y; net debt/gross assets 39%; Net Debt/Adjusted EBITDAre 5.1x; 2025 FFOAA/share guidance midpoint +4.3% y/y—offering a platform for accretive deployment .
Compensation Committee, Peer Group, Say‑on‑Pay (Program Context)
- Independent compensation consultant: Ferguson Partners Consulting (FPC) advises the Compensation Committee on executive pay benchmarking and program design .
- Benchmarking peer group (examples): Net-lease and diversified REITs such as NNN REIT, W. P. Carey, Agree Realty, Broadstone Net Lease, GLPI, etc. (full peer roster in proxy) .
- Say‑on‑pay: ~92% support at the 2024 annual meeting; historically ~92% average support over 10 years, indicating investor acceptance of the program .
Risk Indicators & Red Flags
- Single‑trigger equity acceleration on change‑in‑control (equity vests upon CoC irrespective of termination) is a potential governance concern, though cash severance requires a qualifying termination; benefits are subject to 280G/4999 mitigants .
- AIP includes “investment spending” as a metric, which could theoretically incent volume over quality; the Committee cites mitigants (balanced metrics, multi‑year TSR/AFFO PSU design, and ownership requirements) .
- Anti‑hedging/anti‑pledging policy reduces hedging/pledge‑driven selling risk signals for insiders .
Vesting & Potential Insider Selling Pressure (Structure)
- AIP equity (if elected): 3-year ratable vest—creates a staggered supply over years following grant .
- LTI: restricted stock vests over 4 years; PSUs vest/settle at end of 3-year performance period—potential settlement events concentrated at performance cycle end .
- Ownership guidelines (6x salary for EVPs within 4 years) increase “hold” pressure and alignment for new executives like Fox .
- No hedging/pledging permitted, reducing forced selling or collateral-trigger risks .
Investment Implications
- Leadership signal: Hiring a seasoned net‑lease operator with Ares/Realty Income experience into the CIO chair supports management’s message of re‑accelerating external growth toward a ~$500M annual acquisition cadence as leverage metrics and cost of capital improve .
- Incentive alignment: The program ties pay to FFOAA/share growth, investment activity, and multi‑year relative TSR/AFFO CAGR, with elevated ownership guidelines (EVP 6x salary) and equity‑heavy AIP/LTI design—encouraging disciplined, accretive deployment and long‑term TSR focus .
- Governance lens: Equity single‑trigger vesting at CoC is a moderate red flag, partially offset by strong shareholder support for say‑on‑pay and robust anti‑hedge/pledge and clawback controls .
- Balance sheet and pipeline context: With Net Debt/Adjusted EBITDAre at 5.1x, net debt/gross assets at 39%, and management pointing to robust large‑deal opportunities across experiential categories, Fox’s transaction leadership could be a catalyst for measured growth through 2026–2027 .