Gregory K. Silvers

About Gregory K. Silvers

Chairman, President and Chief Executive Officer of EPR Properties; age 61; trustee since 2015; appointed CEO and President in February 2015 and Chairman in May 2022. He holds a J.D. from the University of Kansas (1994) and previously served as General Counsel and Secretary before ascending through COO and Executive Vice President roles, giving him deep organizational, legal, and operational expertise across experiential real estate investing . Company performance context: 2024 total revenue was $698.1 million vs $705.7 million in 2023; FFO as adjusted per share was $4.87 in 2024 vs $5.18 in 2023; net income available to common shareholders was $121.9 million ($1.60 diluted EPS) in 2024 vs $148.9 million ($1.97 diluted EPS) in 2023 . Pay-versus-performance: for the 2022–2024 LTI PSU cycle, EPR’s TSR ranked at the 91st percentile vs triple-net peers and 77th percentile vs the MSCI US REIT Index, with AFFO/share CAGR of 14.2%, resulting in maximum PSU payout; the COVID-impacted 2020–2022 cycle paid 0% .

Past Roles

External Roles

No external public company directorships or committee roles for Mr. Silvers are disclosed in the proxy .

Fixed Compensation

Notes:

• “All Other Compensation” includes personal use of company vehicles ($16,873), 401(k) match ($30,500), term life insurance premiums and related tax gross-up ($17,612), dividends ($26,696), executive wealth/financial advice ($9,973), and executive medical exams ($11,881) in 2024 .
• The company does not provide tax gross-ups for change-in-control payments for executives; however, tax gross-ups are provided on term life insurance premiums as a perquisite .

Performance Compensation

Annual Incentive Program (AIP) – FY 2024

CEO’s AIP award details (granted Q1 2025): Cash-equivalent $1,717,245 and elected equity grant valued at $2,575,867 (150% valuation), based on $44.45 VWAP over the 10-day window around year-end; vests over 3 years .

Long-Term Incentive Program (LTI) – 2024 Grants and Design

2024 LTI grants to CEO: 27,544 time-based restricted shares (vesting 25% annually over 4 years) and 63,443 target PSUs (3-year performance period) .

Historical PSU outcomes:

Equity Ownership & Alignment

• Beneficial ownership: 904,688 common shares (1.19% of outstanding); includes 61,554 shares indirectly held in a trust and 195,708 nonvested restricted shares .
• Outstanding equity at 12/31/2024: 202,331 unvested restricted shares (market value $8,959,217 at $44.28), 170,081 unearned PSUs (market value $7,531,187 at target), and legacy options (21,588) with exercise price $61.79 expiring 2/20/2025 .
• Scheduled vesting of restricted shares (sample tranches): 64,268 AIP and 26,668 LTI on Jan 1, 2025; 47,154 AIP and 20,215 LTI on Jan 1, 2026; 23,178 AIP and 13,962 LTI on Jan 1, 2027; 6,886 LTI on Jan 1, 2028 .
• AIP/LTI awards pay dividends before vesting on restricted shares; PSUs accrue dividend equivalents only to extent shares are earned .
• Anti-hedging and anti-pledging policy prohibits speculative hedging and pledging of company securities, including margin loans; shares cannot be hedged or pledged by insiders .
• Ownership guidelines raised in February 2025 to market-leading levels: CEO 12x base salary (from 5x), trustees 6x annual retainer (from 4x) .

Employment Terms

Severance Plan and Change-in-Control economics:

• Qualifying termination (without cause/for good reason) cash severance equals 24x monthly base compensation (base salary + target annual bonus, cash equivalent) plus 18x monthly welfare compensation (COBRA subsidy), plus pro-rata AIP and LTI (at target), accrued salary, unused vacation; 12 months of outplacement; accelerated vesting of all unvested/unexercisable equity; post-employment non-compete, non-solicit, confidentiality obligations; requires release of claims .
• Additional change-in-control cash: if termination occurs within 6 months before or 1 year after a change in control, CEO receives an additional 12x monthly base compensation (CFO/CIO 6x) .
• Plan definitions of “cause” and “good reason” outlined (willful failure/injury/felony for cause; material adverse changes in duties/compensation/location for good reason) .
• Equity acceleration: under the 2016 and 2007 equity plans, upon change in control, all awards become fully exercisable/vested/payable and restrictions lapse (subject to certain assumptions/substitutions in the amended plan) .
• Potential payouts (as of 12/31/2024):
  • Termination without cause or for good reason: cash severance $5,908,158; accelerated restricted shares $8,959,217; accelerated PSUs $7,531,187 .
  • Same termination within CIC window: cash severance $8,173,533; accelerated equity as above .

Board Governance

• Dual role: CEO and Chairman combined; Lead Independent Director (Virginia E. Shanks) provides counterbalance and presides over regular executive sessions of independent trustees .
• Committees: only independent trustees serve; Compensation and Human Capital Committee chaired by Robin P. Sterneck; Audit Committee chaired by Lisa G. Trimberger; Nominating/Company Governance chaired by James B. Connor .
• Trustee independence: all trustees except Mr. Silvers are independent under NYSE and company standards .
• Board meeting attendance: trustees attended at least 98% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting .
• Employees serving as trustees do not receive additional board compensation; Mr. Silvers received no board fees .
• Ownership guidelines apply to trustees and executives, significantly increased in February 2025 .

Compensation Structure Analysis

• Shift toward at-risk pay: approximately 88% of CEO pay and 78% of other NEO pay variable (AIP + LTI), with strong equity emphasis and multi-year vesting .
• Tightened performance hurdles: LTI target threshold increased to 55th percentile TSR beginning 2024, raising bar for target payouts .
• AIP equity premium: executives incentivized to elect equity by valuing AIP equity awards at 150% of cash, increasing alignment and retention via 3-year vesting .
• Clawback: NYSE-compliant compensation recovery policy adopted Oct 2, 2023 .
• No option repricing; equity grant timing not coordinated with MNPI releases; options generally not used in current program .
• Independent consultant: Ferguson Partners Consulting advises committee; no conflicts found; peer benchmarking regularly reviewed .

Say-on-Pay & Shareholder Feedback

• Say-on-pay approval: ~92.0% in 2024; ~94.5% in 2023; 10-year average ~92.2%, indicating sustained shareholder support for the pay design .
• Peer benchmarking: Compensation generally targeted around market median versus REIT peers; committee uses FPC data and NAREIT surveys .

Equity Plan Overhang and Dilution

• Proposal to amend 2016 Equity Incentive Plan: increase authorization by 2,000,000 shares and extend term to May 6, 2035; remaining available shares pre-amendment 354,935; estimated overhang rises to ~4.3% including new authorization; burn rate averaged ~0.59% FY2022–FY2024 (full-value awards at 1.5:1) .
• Plan includes best-practice features: 10-year term limits for options/SARs; no repricing; independent administration; clawback; non-employee trustee annual sublimit .

Risk Indicators & Red Flags

• Anti-hedging/anti-pledging policy in place for insiders (mitigates misalignment risk) .
• No change-of-control tax gross-ups for new executives; but tax gross-ups are provided on term life insurance premiums as a perquisite (limited scope) .
• Related party transactions: none reportable since start of FY 2024 .
• Pay-for-performance evidenced by 0% PSU payout for 2020–2022 and maximum payouts for 2021–2023 and 2022–2024 cycles based on relative TSR and AFFO/share growth .

Director Compensation (for non-employee trustees; not applicable to Silvers)

• Non-employee trustees received a $70,000 annual retainer (electable in RSUs at 150% value), $130,000 equity grant in RSUs, additional retainers for Lead Independent ($30,000) and committee chairs ($25,000), plus committee member cash retainers; RSUs vest before next AGM or upon change in control; employees (like Mr. Silvers) receive no board fees .

Equity Ownership & Alignment Table (Snapshot as of 12/31/2024)

Additional notes: tax withholding on vesting led to surrenders of 37,121 shares (Jan 1, 2024) and 66,931 shares (Feb 26, 2024) for Mr. Silvers, reflecting routine withholding rather than open-market selling .

Employment Terms Table (Potential Payments at 12/31/2024)

Investment Implications

• Alignment: Strong pay-for-performance structure with majority of compensation at-risk and equity-based; tightened TSR hurdles and increased ownership guidelines for CEO (12x salary) materially strengthen alignment and raise the cost of underperformance .
• Retention and selling pressure: Significant unvested equity and multi-year vesting reduce near-term sell pressure; legacy options are out-of-the-money vs $44.28 YE price, limiting incentive to exercise/sell; anti-pledging further mitigates forced selling risk .
• Governance balance: Combined CEO/Chair role is a classic governance caution, but the Lead Independent Director structure, fully independent committees, and high attendance rates mitigate oversight concerns; say-on-pay support remains robust (~92%) .
• Performance trajectory: Despite 2024 YoY revenue/FFO pressure, multi-year TSR/AFFO outcomes underpin maximum LTI payouts for 2022–2024, signaling execution leverage to experiential recovery trends; monitor how higher 2024–2026 TSR thresholds influence future equity realizations .
• Dilution watch: Proposed 2.0 million-share increase to the equity plan is within peer standards but raises fully diluted overhang to ~4.3%; investors should weigh dilution against the program’s demonstrated performance sensitivity and retention benefits .