Brian A. Moriarty
About Brian A. Moriarty
Brian A. Moriarty is Senior Vice President – Corporate Communications at EPR Properties. He was appointed SVP on February 27, 2024 after serving as Vice President – Corporate Communications since June 2011; he holds a B.S. from the University of Kansas and is age 63 . During his VP tenure he was a leading participant in the Company’s rebranding and strategic shift to its experiential focus, and he is regularly listed as EPR’s investor/press contact on 8-K releases, underscoring his central role in investor communications and messaging . Company operating performance context: 2024 revenue of $698.1M vs. $705.7M in 2023 and FFO as adjusted per share of $4.87 vs. $5.18 (−6.0% YoY) frame the pay-for-performance environment for EPR executives .
Company performance snapshot
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($USD Millions) | $705.7 | $698.1 |
| FFO (as adjusted) per diluted share | $5.18 | $4.87 |
| Dividend change | — | Increased monthly dividend to $0.285 (+3.6%) |
| Investments (annual) | — | $263.9M invested |
| Liquidity/Leverage highlights | — | Maintained IG ratings; net debt to gross assets 40% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPR Properties | Senior Vice President – Corporate Communications | Feb 27, 2024 – present | Executive leadership of corporate/investor communications |
| EPR Properties | Vice President – Corporate Communications | Jun 2011 – Feb 26, 2024 | Led rebranding and strategic shift to experiential focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| H&R Block | Communications/marketing leadership positions | Not disclosed (pre-2011) | Corporate brand and marketing leadership experience |
| American Century Mutual Funds | Communications/marketing leadership positions | Not disclosed (pre-2011) | Financial services marketing/communications expertise |
| Sprint Telecom | Early career (first decade) | Not disclosed | Foundational telecom communications/marketing experience |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base salary | Not disclosed for Mr. Moriarty in the Summary Compensation Table | Mr. Moriarty is not listed among named executive officers; the SCT covers CEO/CFO/CIO/SVP-CAO/GC . |
| Target bonus % | Not disclosed for Mr. Moriarty | 2024 AIP targets shown for NEOs (e.g., SVPs Mater/Turvey at 55%) but Mr. Moriarty is not an NEO in the table . |
| Actual bonus paid | Not disclosed for Mr. Moriarty | AIP cash/equity payout examples are shown for NEOs only . |
Performance Compensation
Annual Incentive Program (AIP) structure (company design for 2024)
| Metric | Weighting | Target/Payout Mechanics | Vesting (if equity elected) |
|---|---|---|---|
| FFO (as adjusted) per Share | 50% | Minimum/Target/Maximum opportunities set by role; NEO examples shown in proxy | If executive elects equity, award valued at 150% of cash and vests 33 1/3% per year over 3 years . |
| Investment Spending | 30% | As above | As above . |
| Personal Objectives | 20% | As above | As above . |
- Executives can elect to receive AIP in nonvested restricted shares at 150% of the cash amount, aligning incentives with long-term ownership; NEOs (except Ms. Mater) elected 100% equity in 2024 .
- For illustration, 2024 NEO payout outcomes (cash equivalent and equity value) are disclosed for CEO, CFO, CIO, GC, CAO; Mr. Moriarty is not included among NEOs .
Long-Term Incentive (LTI) design
| Award Type | Performance Focus/Design | Vesting |
|---|---|---|
| Restricted Shares (time-based) | Retention and shareholder alignment | Vest annually over four years (subject to continued employment) . |
| Performance Share Units (PSUs) | Multi-year metrics: relative TSR vs. peer REITs and MSCI US REIT Index; AFFO per Share growth | Earned over a 3-year performance period; issued as shares at period end (continued employment required) . |
Design refinements and rigor
- Beginning in 2024, TSR threshold for target payout increased from 50th to 55th percentile vs. peer group and MSCI US REIT Index, raising performance hurdles .
Equity Ownership & Alignment
| Topic | Disclosure | Implications |
|---|---|---|
| Beneficial ownership (individual) | Mr. Moriarty is not listed in the beneficial ownership table, which enumerates trustees and NEOs; his ownership is not itemized in the proxy . | Ownership not disclosed at individual level in proxy; monitor future disclosures and Form 4s for updates . |
| Ownership guidelines | Effective Feb 24, 2025, Senior Vice Presidents must hold 3x current base salary (guidelines raised 50%–500% across roles) . | Raises alignment and increases personal capital at risk . |
| AIP equity election | Electing equity instead of cash values the award at 150% of cash; AIP equity vests over 3 years (33 1/3% per year) . | Encourages equity accumulation; creates scheduled vesting events . |
| LTI vesting | Restricted shares vest over 4 years; PSUs earned over 3-year performance periods . | Multi-year retention and performance linkage . |
| Anti-hedging/anti-pledging | Company has an anti-hedging and anti-pledging policy . | Reduces alignment risks from hedging/pledging; lowers collateral-driven selling risk . |
Employment Terms
| Provision | Terms | Source/Notes |
|---|---|---|
| Severance eligibility | Company Severance Plan covers full-time employees; “qualifying termination” = involuntary termination without cause or for good reason (excl. death/qualifying departure) . | Plan applies broadly beyond NEOs; Mr. Moriarty is a full-time executive . |
| Cash severance | 24x “monthly base compensation” (1/12 of base salary + target AIP), paid in cash in lieu of equity . | Equivalent to ~2x (base + target AIP) . |
| Welfare benefits | 18x “monthly welfare compensation” subsidy for COBRA premiums (subject to election), running concurrent with COBRA . | Health/vision/dental; dependent coverage if enrolled . |
| AIP/LTI pro-rata | Pro-rata AIP for year of termination at target; potential pro-rata LTI based on plan timing and terms . | Addresses both current and prior-year awards . |
| Equity acceleration | Upon qualifying termination, all unvested/unexercisable equity immediately vests; options remain exercisable up to earlier of 5 years post-termination or option expiry (subject to award terms) . | Change-in-control treatment under plans also provides full vesting if not assumed/substituted . |
| Change-in-control (CIC) | CIC defined in equity plans (e.g., 25% ownership, business combinations, liquidation, etc.) . | Standard REIT CIC constructs . |
| CIC extra cash | Additional CIC cash severance applies only to CEO (+12x monthly base comp) and CFO/CIO (+6x) on qualifying termination in 6 months before/1 year after CIC; not noted for SVPs . | Suggests lower CIC cash uplift for SVPs . |
| Outplacement | 12 months of outplacement services upon qualifying termination . | Transition support . |
| Good Reason/Cause | Good Reason includes material adverse duty changes, material pay opportunity reduction, or required relocation >50 miles (with cure period); Cause includes willful failure to perform, injurious conduct, certain criminal matters . | Standard protections/definitions . |
| 409A compliance | Plans/awards intended to meet or be exempt from 409A; six-month delay for specified employees; detailed administrative provisions . | Tax-compliance guardrails . |
Performance & Track Record Cues Relevant to Role
- Communications/strategy: As VP, Mr. Moriarty “was a leading participant” in EPR’s rebranding and strategic shift to experiential focus—a core differentiator for the company’s portfolio positioning .
- 2024 company context: FFO as adjusted per share $4.87; dividend increased; investments of $263.9M; maintained IG ratings—these outcomes shaped 2024 incentive decisions for executives and underscore capital allocation discipline .
- TSR-linked LTI rigor increased in 2024 (target threshold raised to 55th percentile), elevating performance demands tied to shareholder outcomes .
Additional Governance/Compensation Program Notes
- Clawback: Executive compensation recovery policy adopted Oct 2, 2023 to comply with NYSE listing standards; policy disclosed with 2024 10-K .
- Committee composition: Compensation and Human Capital Committee comprised of independent trustees; no interlocks reported in the latest proxy .
- Equity Plan Admin: Repricing requires shareholder approval; broad committee authority to administer awards (acceleration, adjustments, etc.) .
Investment Implications
- Alignment high; selling pressure lower near term: AIP equity-at-150% and multi-year vesting directly incent executives to take stock over cash, increasing skin-in-the-game. The 2025 uplift to ownership guidelines (SVPs now 3x salary) further raises alignment and likely dampens near-term discretionary selling, while anti-pledging policy curbs collateral-driven risk .
- Retention risk moderated by severance and vesting: The severance plan (~2x base+target AIP plus welfare and pro-rata AIP/LTI) plus immediate equity vesting upon qualifying termination and standard CIC protections provide meaningful retention hooks; however, scheduled AIP/LTI vesting creates predictable windows where executives may file 10b5-1 or monetize vested shares—monitor Form 4s around three- and four-year vest anniversaries to gauge selling pressure .
- Pay-for-performance rigor increasing: 2024 LTI changes (TSR target threshold to 55th percentile) and emphasis on FFO/AFFO per share and investment spending raise performance bar; communications leadership is critical as EPR navigates investment pacing and experiential mix—investors should watch how messaging aligns with TSR/AFFO trajectories and capital allocation disclosures .
- Data gaps for individual comp/ownership: Mr. Moriarty is not an NEO; base salary, target bonus, and individual beneficial ownership are not itemized in the proxy, limiting direct pay-for-performance calibration. Focus diligence on future proxies, Form 4s, and any disclosed equity grants under the 2016 Plan to refine alignment and selling-risk views .
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