Mark A. Peterson
About Mark A. Peterson
Mark A. Peterson, age 61, is Executive Vice President, Chief Financial Officer and Treasurer of EPR Properties; he has served as CFO since 2006 and was promoted to EVP in May 2015. He is a CPA and holds a B.S. in Accounting, with highest honors, from the University of Illinois; his prior roles include CFO of J.C. Nichols Company and Vice President–Accounting and Finance at American Italian Pasta Company . Company performance tied to his compensation shows strong relative TSR and AFFO growth: the 2022–2024 PSU cycle vested at the maximum on all metrics, with TSR at the 91st percentile vs the Triple Net Peer Group, 77th percentile vs MSCI US REIT Index, and AFFO per share CAGR of 14.2% . For fiscal 2024, revenue was $698.1 million (vs $705.7 million in 2023) and FFO as adjusted was $373.9 million ($4.87 per diluted share), reflecting a modest decline year over year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPR Properties | Executive Vice President; CFO & Treasurer | EVP: 2015–present; CFO: 2006–present | Long-tenured finance leadership through multiple cycles; equity- and TSR-linked incentive structures |
| American Italian Pasta Company | Vice President – Accounting & Finance | 1998–2004 | Finance leadership at a publicly traded manufacturer |
| J.C. Nichols Company | Chief Financial Officer | 1995–1998 | CFO of a major real estate company (acquired by Highwoods Properties in 1998) |
Fixed Compensation
| Component (CFO) | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|
| Base Salary ($) | 543,700 | 525,300 | 510,000 |
| AIP Target Bonus (% of salary) | 100% target; 50% min; 200% max | 100% target; 50% min; 200% max | 100% target; 50% min; 200% max |
| Actual AIP Award (% of salary) | 129.3% | Not separately disclosed (see Summary Comp) | Not separately disclosed (see Summary Comp) |
| Actual AIP Cash-Equivalent ($) | 703,222 | 888,676 | 796,238 |
| AIP Equity Granted in Lieu of Cash ($ value) | 1,054,832 (valued at $44.45) | Included in “Share Awards” | Included in “Share Awards” |
| LTI Share Awards ($) | 1,866,860 | 1,916,975 | 2,212,081 |
| All Other Compensation ($) | 80,272 | 76,268 | 55,264 |
| Total Compensation ($) | 3,194,054 | 3,407,219 | 3,573,583 |
Performance Compensation
AIP (Annual Incentive Program) – Design, Targets, Outcomes
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting of AIP Equity |
|---|---|---|---|---|---|
| FFO, as adjusted, per Share | 50% | $4.86 | $4.87 | Between target and maximum | AIP equity vests 33⅓% per year over 3 years |
| Investment Spending | 30% | $250 million | $263.9 million | Between target and maximum | AIP equity vests 33⅓% per year over 3 years |
| Personal Objectives | 20% | Set per executive | Not disclosed | Not disclosed | AIP equity vests 33⅓% per year over 3 years |
AIP payout election: executives can elect stock at a 150% premium vs cash; Peterson elected 100% stock for 2024 AIP, with cash-equivalent of $703,222 and equity valued at $1,054,832 (VWAP $44.45) .
LTI (Long-Term Incentive Program) – 2024 Grants and PSU Framework
| LTI Component | Grant Date | Design | CFO Grant Size | Grant Fair Value ($) |
|---|---|---|---|---|
| PSUs (2024–2026) | 2/26/2024 | 3-year performance; metrics/weights: TSR vs Triple Net Peer Group (52.2%), TSR vs MSCI US REIT Index (26.1%), AFFO/share CAGR (21.7%); target payout at 55th percentile for TSR metrics | 21,887 target PSUs | 979,666 |
| Time-Vested Restricted Shares | 2/26/2024 | 4-year ratable vest (25%/yr); retention-focused | 9,504 shares | 398,883 |
| AIP Restricted Shares (for 2023 performance, granted 2024) | 2/26/2024 | 3-year ratable vest (33⅓%/yr) | 27,650 shares | 1,160,471 |
PSU payout history: The prior PSU cycle (2022–2024) vested at 200% for all three metrics (TSR vs Triple Net Peer Group, TSR vs MSCI US REIT Index, AFFO/share CAGR) and settled on 1/1/2025 .
Upcoming Vesting Schedule (as of 12/31/2024, CFO)
| Vest Date | AIP Shares (No.) | LTI Time-Based RS (No.) | LTI PSUs (No.) |
|---|---|---|---|
| Jan 1, 2025 | 28,071 | 9,265 | 17,259 (vested 200% payout) |
| Jan 1, 2026 | 19,873 | 6,974 | 19,531 (subject to goals) |
| Jan 1, 2027 | 9,216 | 4,817 | 21,887 (subject to goals) |
| Jan 1, 2028 | n/a | 2,376 | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 283,572 common shares; includes 207,488 held in a trust with spouse; includes 76,084 nonvested restricted shares |
| Ownership as % of Shares Outstanding | <1% (“*” in proxy table; 76,064,573 shares outstanding) |
| Options | 8,401 options exercisable at $61.79 expiring 2/20/2025; no unexercisable options outstanding as of 12/31/2024 |
| Anti-hedging/Anti-pledging | Company policy prohibits hedging and pledging of Company securities |
| Stock Ownership Guidelines | Raised in Feb 2025: CFO must hold 6× current base salary within 4 years; prior requirement was 3× |
| Indicative Guideline vs Holdings | CFO base salary $543,700 ⇒ guideline $3,262,200; CFO beneficial holdings 283,572 shares; using $44.28 (12/31/2024 close), indicative value ≈ $12.56 million, exceeding requirement |
Employment Terms
Severance & Change-of-Control Economics (CFO)
| Scenario | Cash Severance | Equity Vesting | Other |
|---|---|---|---|
| Termination without Cause or for Good Reason | $2,742,120 | Immediate vesting of unvested shares/PSUs; options remain exercisable to earlier of 5 years post-termination or original expiry | COBRA subsidy (18× monthly welfare comp if elected), pro-rata AIP and LTI cash, release and non-compete/non-solicit/confidentiality required |
| CIC Window (6 months before or 1 year after CIC) & Qualifying Termination | $3,285,820 (includes additional 6× monthly base compensation) | Immediate vesting of equity awards upon CIC per 2016/2007 Equity Incentive Plans | Payments subject to 280G/4999 cutbacks; outplacement services (12 months) |
| Death or Disability | Term life insurance proceeds $2,000,000; equity fully vests | — | — |
Plan mechanics: Base cash severance equals 24× monthly base compensation (base salary plus target AIP “at target”, paid in cash for calculation) and 18× monthly welfare compensation (COBRA subsidy), plus earned/accrued salary and vacation, and pro-rata AIP/LTI cash as applicable .
Clawback policy: Executive compensation recovery policy adopted October 2, 2023 to comply with NYSE listing standards; disclosed with 2024 Form 10-K .
Insider trading windows: Covered Persons prohibited from trading while aware of MNPI; hedging and pledging banned .
Performance & Track Record
- 2024 highlights: FFO as adjusted per share $4.87; investment spending $263.9 million; dividend increased by 3.6% to $0.285/month; liquidity preserved and investment-grade ratings maintained .
- PSU outcomes indicate strong shareholder return and AFFO growth post-pandemic: 2022–2024 PSU cycle vested at maximum across all three metrics; TSR vs Triple Net Peer Group at 91st percentile; TSR vs MSCI US REIT at 77th percentile; AFFO/share CAGR 14.2% .
- AIP payouts aligned with results: Peterson’s 2024 AIP award at 129.3% of salary, elected 100% stock (150% value vs cash) .
Compensation Committee & Peer Groups
- Compensation Committee: Independent trustees; chaired by Robin P. Sterneck; met six times in 2024; uses independent consultant Ferguson Partners Consulting L.P. (FPC); no conflicts identified .
- Benchmarking peer group for pay: 12 REITs across diversified/specialty sectors; EPR’s relative size near 38th percentile by market cap and 31st by total cap, informing median positioning of salaries and target incentives .
- TSR (PSU) Triple-Net Peer Group for performance: Agree, NNN, Broadstone Net Lease, Realty Income, Four Corners, Safehold, Gaming & Leisure Properties, VICI, Getty, W.P. Carey, LXP Industrial .
Perquisites and Other Compensation (FY 2024, CFO)
| Item | Amount ($) |
|---|---|
| 401(k) Matching Contributions | 30,500 |
| Term Life Insurance Premiums & Related Tax Gross-Up | 8,780 |
| Dividends on nonvested restricted shares (not in grant-date fair value) | 10,217 |
| Executive Wealth & Financial Advice | 9,551 |
| Executive Medical Examinations | 10,396 |
| Personal Use of Company Vehicles | 10,828 |
| Total Other Compensation | 80,272 |
Company policy: No tax gross-ups for change-of-control payments; no option repricing; no hedging/pledging; majority of compensation at-risk .
Investment Implications
- Alignment: High equity exposure via AIP stock elections (150% value vs cash) and substantial PSU weighting tied to relative TSR and AFFO/share growth; enhanced stock ownership guidelines (CFO: 6× salary) materially raise required skin-in-the-game—Peterson’s current beneficial holdings appear to exceed the requirement on 12/31/2024 pricing, supporting alignment and reducing pledging risk under the anti-pledging policy .
- Retention and supply dynamics: Meaningful scheduled vesting on January 1 each year (AIP and LTI tranches) creates periodic equity deliveries; though hedging/pledging are banned, investors should monitor trading windows for potential 10b5-1 sales post-vesting; severance provides double-trigger CIC cash and single-trigger equity acceleration on CIC, which may influence executive optionality around strategic transactions .
- Pay-for-performance rigor: AIP weights emphasize FFO as adjusted/share and investment spending, while LTI targets were tightened to require 55th percentile TSR for target payout; recent maximum PSU payouts reflect strong post-pandemic TSR and AFFO recovery, but lower 2024 revenue and FFO as adjusted/share declines indicate near-term fundamental pressure—watch for 2024–2026 PSU trajectory versus tightened thresholds .
- Governance signals: Robust say-on-pay support (~92% in 2024) and independent committee oversight with external consultant reduce compensation-related red flags; clawback policy and anti-hedging/pledging mitigate risk .