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Joseph Peil

Chief Investment Officer at ESSENTIAL PROPERTIES REALTY TRUST
Executive

About Joseph Peil

A Joseph Peil, age 43, is Executive Vice President and Chief Investment Officer at Essential Properties Realty Trust (EPRT) since March 2025, having held increasing responsibilities at EPRT since May 2017; prior roles include Senior Vice President and Head of Credit at Spirit Realty Capital (2011–2017), analyst at Arizona State Retirement System (2009–2011), and analyst at Smith Barney (2005–2009). He holds a B.A. in Philosophy from Gonzaga University and is a CFA charterholder . Under his leadership areas (underwriting, credit, asset management and investments), EPRT executed $1.2B of gross investments in 2024 at 8.0% initial cash yields with 99.7% occupancy and 14.0-year average lease term, while net debt/annualized adjusted EBITDAre was 4.6x; AFFO per share reached $1.74 and 2024 TSR translated to $156.77 (vs $98.85 for FTSE NAREIT All Equity REITs) .

Past Roles

OrganizationRoleYearsStrategic Impact
Essential Properties Realty TrustEVP & Chief Investment Officer2025–presentOversees investments; responsible for underwriting, credit, asset management; promoted from senior roles held since 2017 .
Essential Properties Realty TrustIncreasing responsibility roles2017–2025Built credit/asset management functions; supported deployment, dispositions, and portfolio performance .
Spirit Realty CapitalSenior VP & Head of Credit2011–2017Led credit; supported net-lease investments at large public REIT .
Arizona State Retirement SystemAnalyst2009–2011Public pension investment analysis .
Smith Barney (Morgan Stanley)Analyst2005–2009Sell-side/wealth management analytics .

External Roles

  • None disclosed (no current public company boards reported for Peil) .

Fixed Compensation

Component2024 DetailsNotes
Base Salary$350,000Set in Feb 2024 upon promotion to EVP; increased from $300,000 in 2023 (+16.7%) .
Target Bonus %125% of base salaryThreshold 50%; Target 125%; Maximum 200% (straight-line interpolation) .
Actual Bonus Paid$550,000Paid at 126% of target based on corporate and individual metrics .

Performance Compensation

Short-Term Incentive (2024) – Metrics, Targets, Results, Payout

MetricWeightingThresholdTargetHigh2024 ActualPayout vs Hurdle
AFFO per Share25%$1.71$1.73$1.75$1.74Between Target and High .
Gross Investments25%$900M$1.05B$1.2B$1.2BAt High .
Same Store Rent Growth25%1.35%1.45%1.55%1.40%Between Threshold and Target .
Individual Performance25%QualitativeQualitativeQualitativeStrong execution across sourcing, asset management, capital markets and investor engagementOverall payout 126% of target .

Long-Term Incentives (RSUs)

Award TypeGrant DateTarget/UnitsThresholdMaximumVestingGrant Date Fair Value
Performance-Based RSUs (2024 LTIP; TSR vs peer group)2/16/202413,6426,82134,10550% on 12/31/2026; 50% on 12/31/2027, subject to performance and continued employment $511,000 .
Time-Based RSUs (2024 LTIP)2/16/20249,094N/AN/A25% annually over 4 years on each Jan 18 anniversary (2024–2027) $223,000 .
2021 Subjective Performance RSUs (viewed as granted in 2024 upon certification)2/13/20242,085N/AN/A50% vested 2/13/2024; 50% vested 12/31/2024 $50,000 .
2022 Performance RSUs (3-year period ended 12/31/2024)2022 grant7,996 target; earned 19,990 (250%)50% at 30th pct250% at 75th pct50% vested 12/31/2024; 50% vest 12/31/2025; plus 2,852 dividend equivalent shares .N/A (earn-out result) .

Peer group for TSR measurement includes ADC, BNL, EPR, FCPT, GTY, GNL, NNN, NETS, O, SAFE, STAG, WPC; Spirit dropped; Broadstone added in 2024 .

Equity Ownership & Alignment

Ownership ItemDetail
Total Beneficial Ownership (shares + OP units)97,523; <1% of outstanding shares as of March 21, 2025 .
Outstanding, Unvested RSUs (12/31/2024)30,023 units; market value $939,000 (share price $31.28) .
Performance RSUs (expected level, unearned at 12/31/2024)64,250 units; market/payout value $2,010,000 .
2024 Stock Vested20,526 shares; value realized $615,000 .
Stock Ownership GuidelinesNEOs must hold 3x base salary; executives must retain 50% of shares until guideline met; all NEOs in compliance as of record date .
Hedging/PledgingCompany prohibits hedging and prohibits directors/executive officers from pledging; filings state no shares are pledged, though some accounts may, from time to time, utilize margin borrowing secured by securities held in such accounts .

Employment Terms

Term ElementPeil’s Agreement (March 2025)
Term and RenewalInitial 3-year term; automatic one-year renewals unless non-renewal notice .
Severance (no CIC)1x base salary + average bonus for prior 3 years; pro-rata current-year bonus; 12 months COBRA reimbursement; vesting of awards granted after March 2025 .
Severance (with CIC; “double trigger”)2x base salary + target bonus if termination during CIC period; installments over 24 months; 12 months COBRA reimbursement; vesting of awards granted after March 2025 .
Equity Treatment on TerminationTime-based RSUs: accelerated vesting; Performance RSUs: vest based on performance through termination (target if termination within first year of performance period) .
Non-Compete/Non-SolicitNon-compete and non-solicit generally end six months post-termination .
Clawback PolicyCompliant with Dodd-Frank and NYSE; recoup excess incentive comp after a material restatement .
Tax Gross-UpsNone; company does not provide tax gross-ups .
Perquisites/PensionLimited perquisites; no pension/defined benefit; 401(k) match 100% up to 6% .

Performance & Track Record

  • 2024 operating execution: $1.2B gross investments in 297 properties at 8.0% initial cash yield; portfolio occupancy 99.7%; weighted average lease term 14.0 years; rent coverage 3.5x; same-store cash rent growth 1.4% .
  • Balance sheet and capital markets: net debt/annualized adjusted EBITDAre 4.6x; $256.2M overnight equity offering; $450M term loan maturing 2030; >180 investor meetings and 9 conferences in 2024 .
  • Company TSR context: $156.77 value of $100 initial investment by 12/31/2024 vs $98.85 for FTSE NAREIT All Equity REITs; Net income $203.6M; AFFO per share $1.74 .
  • Compensation alignment: 2022 performance RSUs vested at 250% of target based on top-quartile relative TSR and strategic objectives; Peil earned 19,990 shares with split vesting through 12/31/2025 .

Compensation Structure Analysis

  • Pay mix and at-risk: Material equity-based compensation with 60% performance-based RSUs tied to 3-year relative TSR and 40% time-based RSUs; performance RSU payouts range 0%–250% of target; no options .
  • Annual incentives: Weighted to AFFO/share and investment volume; qualitative individual metrics reflect underwriting quality, tenant relationships, and asset management outcomes; 2024 payout 126% of target for Peil .
  • Governance safeguards: No single-trigger CIC acceleration; clawback policy in place; no tax gross-ups; anti-hedging and anti-pledging policies; high say-on-pay support (98% in 2024) .

Equity Vesting Schedules and Potential Selling Pressure

Vesting EventScheduleUnits
2022 Performance RSUs (earned)50% vested 12/31/2024; 50% vest 12/31/202519,990 earned; additional 2,852 dividend shares allocated .
2024 Time-Based RSUs25% annually (Jan 18, 2025–2028)9,094 granted .
2024 Performance RSUs (if earned)50% on 12/31/2026; 50% on 12/31/2027Target 13,642; up to 34,105 at max .

These clustered vesting dates (12/31/2025, 12/31/2026, 12/31/2027) can create episodic supply; however, stock ownership guidelines requiring retention of 50% of shares until guideline compliance dampen immediate selling pressure .

Equity Ownership & Pledging

  • Beneficial ownership: 97,523 shares/OP units as of March 21, 2025; <1% of outstanding .
  • Pledging/hedging: Company prohibits hedging and pledging by executive officers; filings state no shares pledged, though some accounts may utilize margin borrowing secured by securities held in such accounts .

Employment Terms

See table above; Peil’s agreement uses double-trigger CIC, modest severance multiples (1x or 2x), six-month restrictive covenants, and accelerated vesting limited to awards granted after March 2025 .

Investment Implications

  • Alignment: High proportion of at-risk equity tied to 3-year relative TSR and strict ownership/retention guidelines supports long-term alignment with shareholders .
  • Retention risk: Severance multiples are moderate (1x/2x) and non-compete is short (six months), but sustained equity grants with multi-year vesting and compliance with ownership guidelines mitigate near-term exit risk .
  • Trading signals: Anticipate potential liquidity around year-end vesting cycles (12/31/2025–2027); monitor Form 4 filings for actual disposition behavior given retention requirements and anti-hedging/anti-pledging policies .
  • Execution track record: Strong 2024 deployment at attractive yields, conservative leverage (4.6x), and above-peer TSR underpin confidence in Peil’s investment and asset management leadership—supportive for continued value creation, subject to capital market conditions and tenant health .

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