Gwendolyn M. Johnson
About Gwendolyn M. Johnson
Senior Vice President – Asset Management at EPR Properties; age 53 as of the 2025 proxy. Appointed SVP on February 21, 2023 after serving as Vice President of Asset Management since March 2020; previously Managing Partner at Lane4 Property Group (12 years), with earlier roles at CBRE and Colliers Turley Martin Tucker; B.A., University of Missouri . Company performance context for assessing incentive alignment: 2024 revenue was $698.1M vs $705.7M in 2023; FFO as adjusted per share was $4.87 vs $5.18 in 2023; the company invested $263.9M in 2024 and increased the dividend; EPR maintained investment grade ratings and amended its $1.0B revolver to extend maturity and reduce rates .
Company performance (for pay-performance context):
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue ($USD Millions) | $705.7 | $698.1 |
| FFO as adjusted per diluted share | $5.18 | $4.87 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lane4 Property Group | Managing Partner | 12 years (ended 2020) | Developed and revitalized commercial real estate across Midwestern markets |
| CBRE | Real Estate Manager | Not disclosed | Institutional real estate operating experience |
| Colliers Turley Martin Tucker | Associate Vice President and City Leader | Not disclosed | Market leadership and leasing/asset management exposure |
Fixed Compensation
- EPR’s program emphasizes variable pay; base salaries target market median to allow heavier weighting to incentives .
- Specific base salary, target bonus %, or actual AIP payout amounts for Ms. Johnson (a non-NEO SVP) are not disclosed in the proxy; detailed compensation tables are provided only for NEOs .
Performance Compensation
The company applies common incentive metrics to executives (NEOs disclosed) that anchor pay-for-performance; while Ms. Johnson’s individual targets and payouts are not disclosed, these program structures indicate the levers that influence her incentives.
Company annual incentive program (AIP) – 2024 design and results:
| Metric | Weighting | Minimum | Target | Maximum | Actual | Outcome vs Target |
|---|---|---|---|---|---|---|
| FFO, as adjusted, per Share | 50% | $4.76 | $4.86 | $4.96 | $4.87 | Between target and max |
| Investment spending | 30% | $200M | $250M | $300M | $263.9M | Between target and max |
| Personal objectives | 20% | N/A | N/A | N/A | Committee assessed “performed well” | Positive qualitative assessment |
Key AIP mechanics and vesting:
- Executives may elect to take AIP in cash or unvested restricted common shares; equity election is valued at 150% of cash value to encourage alignment; AIP equity vests over three years (33 1/3% per year) .
- In 2024, NEOs generally elected equity; illustrates cultural emphasis on equity alignment .
Long-term incentives (LTI) – structure:
| Component | Metric | Weighting | Performance/Vesting | Notable 2024 Changes |
|---|---|---|---|---|
| PSUs | Relative TSR and multi-year AFFO per share | 2/3 of LTI | 3-year performance period; cliff vest at 3 years subject to goals | TSR threshold raised to 55th percentile for target vs peer group and MSCI US REIT Index beginning 2024 |
| Restricted common shares | Time-based | 1/3 of LTI | Vests 25% per year over 4 years | No change disclosed |
Grant timing reference: 2024 PSU and RSU grants to NEOs were made on 2/26/2024; AIP-related restricted stock for 2023 performance was also granted in 2024; schedules noted above (PSUs 3-year, AIP 3-year ratable, LTI time-based 4-year ratable) .
Equity Ownership & Alignment
- Ownership guidelines increased materially in February 2025; Senior Vice Presidents must hold 3x base salary in common/unvested restricted shares within four years of becoming an executive (increased from 1x) .
- Clawback policy (NYSE-compliant) adopted effective October 2, 2023 for recovery of erroneously awarded incentive compensation upon a restatement .
- Insider trading policy prohibits hedging and pledging (including margin loans) of EPR securities by executive officers; reduces misalignment/forced selling risk from collateral calls .
- Beneficial ownership table in 2025 proxy discloses holdings for trustees, nominees, and NEOs; Ms. Johnson is not a NEO and does not appear with an individual line item in that table .
- Section 16(a) compliance note: Ms. Johnson failed to file one report timely for one transaction but reported it on her timely filed year-end Form 5; monitor future Form 4s for vesting/sale cadence .
Employment Terms
- Severance Plan applies company-wide and defines “qualifying termination” (termination without cause or for good reason, excluding death/qualifying departure). Core benefits include cash severance equal to 24x monthly base compensation (base salary plus target annual cash AIP at target), 18x monthly welfare compensation (COBRA subsidy construct), accrued salary/vacation, pro-rata AIP at target, and certain long-term incentive treatment; awards otherwise follow plan documents .
- Additional CIC protection (extra cash severance multiples) is only specified for the CEO (additional 12x monthly base compensation) and CFO/CIO (additional 6x) if termination occurs within six months before or one year after a change in control; not disclosed for other SVPs .
- “Good reason” includes material adverse role change, material reduction in total direct compensation opportunity (salary/AIP eligibility), or forced relocation beyond 50 miles absent consent; cure rights apply .
- Equity acceleration: upon death or disability, unvested option and restricted awards vest; change in control provisions under the 2016/2007 equity plans provide for vesting consistent with plan terms .
- Receipt of severance benefits is conditioned on a release and compliance with non-compete, non-solicit, confidentiality, and other post-employment covenants .
Investment Implications
- Alignment strong: anti-hedging/anti-pledging policy, materially higher ownership guidelines for SVPs (3x salary), and clawback policy collectively reduce misalignment and promote long-term orientation; expect incremental open-market accumulation/retention pressure as executives move toward new ownership thresholds over a four-year window .
- Incentive drivers to watch: AIP is heavily tied to FFO as adjusted/share (50%) and investment spending (30%); LTI PSUs tied to relative TSR and multi-year AFFO/share with a higher 55th percentile threshold for TSR target starting 2024—this raises the bar for equity payouts and strengthens pay-for-performance .
- Vesting supply calendar: AIP equity vests over three years and LTI restricted shares over four years, with PSUs vesting at three years—expect recurring vest windows that can create modest episodic selling needs; however, pledging is prohibited, and executives often elect equity for AIP, reinforcing retention and alignment .
- Risk indicators: One late Section 16 report for Ms. Johnson was self-cured via Form 5; not a major governance red flag but warrants routine monitoring of insider filings around vesting and grant dates (notably late Q1) for potential selling pressure signals .
- Company performance set-up: 2024 FFO as adjusted/share of $4.87 (between target and max) and $263.9M of investment spending suggest incentive payouts tied to these metrics were at or above target levels for NEOs; as SVP-Asset Management, Ms. Johnson’s incentives likely emphasize these levers even though her individual targets/payouts aren’t disclosed .
- Tenure and execution: Asset management background (Lane4/CBRE/Colliers) aligns with EPR’s experiential real estate focus; tenure since 2020 and promotion in 2023 reduce transition risk while reinforcing domain expertise .