Tonya L. Mater
About Tonya L. Mater
Tonya L. Mater, age 47, is Senior Vice President and Chief Accounting Officer (CAO) of EPR Properties. She has served as CAO since 2015 (promoted to SVP & CAO on May 29, 2020), is a CPA, and holds a B.S. in Accounting from the University of Kansas . Company performance context in 2024: revenue declined to $698.1M (from $705.7M in 2023) and FFO as adjusted per share fell to $4.87 (from $5.18), while the 2022–2024 PSU cycle paid at the maximum as EPR delivered 91st-percentile TSR vs triple-net peers, 77th-percentile TSR vs MSCI US REIT, and a 14.2% AFFO/share CAGR, evidencing strong shareholder return alignment through the recovery period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPR Properties | Senior Vice President & Chief Accounting Officer | 2020–present | Principal accounting officer overseeing financial reporting and controls . |
| EPR Properties | Vice President & Chief Accounting Officer | 2015–2020 | Led accounting and reporting as CAO . |
| EPR Properties | Vice President & Controller | 2012–2015 | Corporate controller responsibilities . |
| EPR Properties | Controller | 2006–2012 | Led controllership function . |
| EPR Properties | Accounting roles | 2002–2006 | Progressively responsible accounting roles . |
| KPMG; Mayer Hoffman McCann P.C. | Auditor | 2000–2002 | External audit experience . |
External Roles
- None disclosed for Ms. Mater.
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $316,000 | $325,480 | $336,900 |
| Base Salary YoY Change | — | +3.0% (implied) | +3.5% (committee-approved) |
| Target Bonus (% of Salary) | 55% | 55% | 55% |
| Min/Max Bonus Opportunity | 27.5% / 110% | 27.5% / 110% | 27.5% / 110% |
| Actual AIP Bonus Paid | $271,345 | $302,847 | $239,661 |
| AIP Payout as % of Salary | — | — | 71.1% |
Note: In 2024, Ms. Mater elected to receive 25% of her bonus in cash and the remainder as unvested restricted shares valued at a 1.5x cash-equivalent; the unvested equity value recognized for AIP was $198,617 .
Performance Compensation
Annual Incentive Program (AIP) – Design and 2024 Outcomes
- Metrics and weighting: 50% FFO (as adjusted) per share; 30% investment spending; 20% personal objectives .
- 2024 performance vs targets:
- FFO (as adjusted) per share: Target $4.86; Actual $4.87 (between target and max) .
- Investment spending: Target $250M; Actual $263.9M (between target and max) .
| AIP Element | 2024 Target | 2024 Actual | Weighting |
|---|---|---|---|
| FFO (as adjusted) per Share | $4.86 | $4.87 | 50% |
| Investment Spending | $250M | $263.9M | 30% |
| Personal Objectives | Company-set | Not disclosed | 20% |
| Ms. Mater AIP Payout (% of Salary) | 55% target | 71.1% actual | — |
- Form of payment: Executives may elect AIP in cash or nonvested restricted shares at a 150% equity valuation; Ms. Mater elected 25% cash for 2024 (cash: $239,661; equity value in lieu of cash: $269,618 at $44.45 VWAP) .
Long-Term Incentive (LTI) – Structure and 2024 Grants
- Mix and vesting: One-third time-vested restricted shares (4-year ratable vesting), two-thirds PSUs (3-year performance period) .
- PSU metrics and weightings (2024–2026 cycle):
- TSR vs triple-net peer group (52.2%); TSR vs MSCI US REIT Index (26.1%); AFFO/share CAGR (21.7%). Target set at 55th percentile for TSR metrics beginning 2024 .
- 2022–2024 PSU outcome: Maximum payout achieved; TSR percentiles 91st (peer) and 77th (MSCI), AFFO/share CAGR 14.2% .
| 2024 LTI Grant (Tonya L. Mater) | Number |
|---|---|
| Target PSUs (2024–2026) | 4,721 |
| Time-vested Restricted Shares (2024) | 2,045 |
2024 Equity Vesting and Withholding
- Shares vested in 2024: 20,994; value realized $957,799; shares withheld for taxes: 5,372 (Jan 1, 2024) and 4,824 (Feb 26, 2024) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Tonya L. Mater | 49,947 | <1% | Includes 14,705 nonvested restricted shares . |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of Company securities .
- Stock ownership guidelines (effective Feb 24, 2025): Senior Vice Presidents must hold 3x current base salary within 4 years; individual compliance status not disclosed .
- Options: 1,201 options exercisable at $61.79 expiring 2/20/2025 (as of 12/31/2024) .
Vesting Schedules (Outstanding at 12/31/2024)
| Vest Date | AIP RS (shares) | LTI RS (shares) | PSUs (target shares) |
|---|---|---|---|
| Jan 1, 2025 | 6,175 | 1,968 | 3,719 (paid at 200% per metric per footnote) |
| Jan 1, 2026 | 3,631 | 1,502 | 4,209 (subject to performance) |
| Jan 1, 2027 | n/a | 1,037 | 4,721 (subject to performance) |
| Jan 1, 2028 | n/a | 511 | — |
Employment Terms
Severance Plan (applies to NEOs including Ms. Mater)
- Qualifying termination (without cause/for good reason): Cash severance equal to 24x monthly base compensation (base salary + target AIP, 1/12 each), plus 18x monthly welfare compensation (COBRA subsidy), pro-rata AIP and certain LTI payments, immediate vesting of unvested equity; subject to release and compliance with non-compete, non-solicit, confidentiality covenants .
- Change in control: Additional cash multiple applies only to certain NEOs (CEO, CFO, CIO); no additional multiple disclosed for Ms. Mater. Equity treatment depends on assumption/substitution; otherwise accelerates .
Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance | Term Life Proceeds | Accelerated RS | Accelerated PSUs |
|---|---|---|---|---|
| Death | — | $2,000,000 | $656,407 | $560,098 |
| Disability | — | — | $656,407 | $560,098 |
| Termination w/o Cause or for Good Reason | $1,253,305 | — | $656,407 | $560,098 |
| 6 Months Before / 1 Year After Change in Control—Terminated w/o Cause or for Good Reason | $1,253,305 | — | $656,407 | $560,098 |
No excise tax gross-ups are provided for change-in-control payments under Company policy . Company maintains a clawback policy effective Oct 2, 2023 per NYSE listing standards .
Perquisites (2024)
| Category | Amount |
|---|---|
| Personal Use of Company Vehicles | $14,944 |
| 401(k) Match | $23,000 |
| Term Life Insurance Premiums & Related Tax Gross-Up | $1,885 |
| Dividends on Unvested RS (not in grant-date fair value) | $562 |
| Executive Wealth/Financial Advice | $6,521 |
| Total “All Other Compensation” | $46,912 |
Compensation Structure Analysis
- Cash vs equity mix: For non-CEO NEOs including Ms. Mater, compensation skews toward variable pay via AIP and LTI; company cites ~78% variable for other NEOs in 2024, aligning pay with performance . AIP historically paid largely in stock at a premium (150% of cash equivalency) to reinforce alignment .
- Performance metric rigor: 2024 AIP outcome between target and maximum on both financial metrics; 2024 LTI increased TSR target to 55th percentile (from 50th) for peer and MSCI comparisons, raising the bar for target payout .
- Option practices: No option repricing; anti-hedge/pledge; market-standard severance; no change-in-control tax gross-ups (new executives also not eligible) .
- Say-on-pay support: 92.0% approval in 2024; ~92.2% average over 10 years, indicating strong shareholder support for pay design .
Performance & Track Record
| Measure | 2023 | 2024 | Commentary |
|---|---|---|---|
| Revenue ($M) | $705.7 | $698.1 | Slight decline YoY. |
| FFO as adjusted / share | $5.18 | $4.87 | Down ~6%; AIP still met between target and max . |
| PSU outcome (2022–2024) | — | Max payout | TSR 91st percentile (peers), 77th percentile (MSCI); AFFO/share CAGR 14.2% . |
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Clawback policy implemented (governance positive) .
- No change-in-control gross-ups (shareholder friendly) .
- 2024 YoY declines in revenue and FFOAA/share could pressure future AIP/PSU outcomes if trends persist .
- Share withholding for taxes on vesting (not open-market selling) indicates typical tax settlement; watch upcoming vest dates for supply dynamics .
Equity Ownership & Vesting Detail (Insider Selling Pressure View)
| Upcoming Vesting Windows | Shares |
|---|---|
| Jan 1, 2025 total scheduled (AIP + LTI RS + PSUs target) | 6,175 + 1,968 + 3,719 (paid at 200% per metric) |
| Jan 1, 2026 total scheduled (AIP + LTI RS + PSUs target) | 3,631 + 1,502 + 4,209 (subject to performance) |
| Jan 1, 2027 total scheduled (LTI RS + PSUs target) | 1,037 + 4,721 (subject to performance) |
| Jan 1, 2028 total scheduled (LTI RS) | 511 |
Combined with the anti-pledge policy and the practice of share withholding to settle taxes, open-market selling pressure from Ms. Mater specifically appears limited and mostly tied to vest-related tax events .
Employment & Contracts
- Covered by Company Severance Plan; non-compete and non-solicit covenants apply to receive benefits .
- No individual employment agreement or special change-in-control multiplier disclosed for Ms. Mater; enhanced CoC cash multiples apply only to CEO, CFO, CIO .
Expertise & Qualifications
- CPA; B.S. in Accounting, University of Kansas .
- 20+ years at EPR with progressive accounting leadership roles; prior Big Four and national firm audit experience .
Investment Implications
- Alignment: Strong pay-for-performance design—high equity mix, PSU metrics tied to relative TSR and AFFO growth, premium equity election for AIP, and stringent ownership guidelines (SVPs 3x salary) signal durable shareholder alignment and retention incentives for the CAO .
- Retention and supply: Multi-year vesting ladder and anti-pledge/hedge policy limit near-term selling pressure; watch January vest dates for tax withholdings but overall ownership size (<1% of SO) implies minimal market impact .
- Risk: 2024 revenue and FFOAA/share declines vs 2023 temper near-term fundamental momentum; however, recent PSU cycles (2022–2024) paid at maximum on strong relative TSR and AFFO growth, highlighting rebound execution—future PSU outcomes will hinge on sustaining AFFO expansion and competitive TSR .
- Governance: No CoC tax gross-ups, robust clawback, and anti-hedge/pledge policies reduce governance risk; say-on-pay at 92% underscores investor support for the compensation framework .