Max Jenkins

About Max Jenkins

R. Max Jenkins, age 34, is Executive Vice President and Chief Operating Officer of Essential Properties Realty Trust (EPRT) since March 2025; he has held increasing responsibilities at EPRT since March 2018. He previously served in the U.S. Army (2012–2018) as an Infantry Officer, including as a Captain with the 75th Ranger Regiment, and holds a B.S. in Engineering Management with Honors from the United States Military Academy at West Point . During his tenure, EPRT delivered strong operating execution: 2024 investments of $1.2B at an 8.0% cash yield, 99.7% occupancy, 14.0-year WALT, and year-end net debt/annualized Adjusted EBITDAre of 4.6x (3.8x pro forma) . Pay-versus-performance shows 2024 TSR of $156.77 on a $100 initial investment versus peer TSR of $98.85, alongside 2024 AFFO per share of $1.74 and net income of $203.6M .

Past Roles

Organization	Role	Years	Strategic impact
Essential Properties Realty Trust (EPRT)	Executive Vice President & Chief Operating Officer	Mar 2025 – Present	Senior operating leader across portfolio; promotion from Head of Investments in Feb-2024 reflects advancement and broader mandate
Essential Properties Realty Trust (EPRT)	Executive Vice President, Head of Investments	Feb 2024 – Mar 2025	Drove record 2024 gross investments of $1.2B at 8.0% yields; supported portfolio occupancy of 99.7% and 14.0-year WALT
Essential Properties Realty Trust (EPRT)	Roles of increasing responsibility	Mar 2018 – Feb 2024	Contributed to scaling investments and tenant diversification since joining EPRT
U.S. Army (75th Ranger Regiment and other units)	Infantry Officer (Captain)	May 2012 – Mar 2018	Deployed in support of Operation Freedom’s Sentinel; leadership under high-stakes conditions

Fixed Compensation

Year	Base salary ($)	Target bonus (% of salary)	Actual bonus ($)	Actual as % of target
2024	350,000	125%	570,000	130%
2025 (agreement minimum)	385,000	≥125%	—	—

Notes:

Jenkins’ base increased to $350,000 upon promotion to EVP, Head of Investments in Feb-2024 .
The 2025 employment agreement sets a base salary not less than $385,000 and a minimum target bonus of 125% of base salary .

Performance Compensation

Annual (Short-Term Incentive Program – STIP)

Metric	Weighting	Target	Actual	Payout impact
AFFO per Share	25%	Not disclosed	Not disclosed	Contributed to 130% of target payout
Gross Investments	25%	Not disclosed	$1.2B invested at 8.0% cash yield (record year)	Positive
Same Store Rent Growth	25%	Not disclosed	1.4%	Positive
Individual Performance	25%	Not disclosed	Not disclosed	Positive (overall payout 130%)

2024 STIP payout for Jenkins: $570,000, equating to 130% of target .

Long-Term Incentive Program (LTIP)

2024 LTIP structure and awards (granted Feb 2024):

Mix: 60% performance-based RSUs (PSUs), 40% time-based RSUs (RSUs) .
Performance metric: 100% three-year relative TSR vs 2024 TSR Peer Group; absolute TSR modifier reduces earned award by 25% if relative TSR ≥50th percentile but absolute TSR is negative, with a floor ensuring not less than 100% of target after the modifier .

Award year	Type	Shares (target)	Grant-date fair value ($000s)	Vesting schedule
2024	PSUs	13,642	511	Earned based on relative TSR (2024–2026); if earned, 50% vests 12/31/2026 and 50% vests 12/31/2027, subject to continued employment
2024	Time-based RSUs	9,094	223	25% annually on each anniversary of Jan 18, 2024 (i.e., 2025–2028), subject to continued employment

Historical PSU performance realization (granted 2022, performance period ended 12/31/2024):

Grant year	Target shares	Earned shares	Vesting
2022 PSUs	6,179	15,447 (250% of target)	50% vested 12/31/2024; 50% scheduled 12/31/2025; dividend equivalent shares (2,202) accrue and follow vesting

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (as of Mar 21, 2025)	43,014 shares/OP units; less than 1% of outstanding
Outstanding unvested time-based RSUs (12/31/2024)	27,231 units ($852k at $31.28)
Outstanding unearned PSUs at expected level (12/31/2024)	64,250 units ($2,010k at $31.28)
Stock ownership guidelines (NEOs)	3x base salary; five years to comply; all NEOs are in compliance; 50% of granted equity must be retained until guidelines met
Hedging/Pledging	Hedging prohibited; pledging prohibited for directors and executive officers
Pledging status disclosure	“No shares… have been pledged… except for securities held in accounts that may… utilize margin borrowing secured by the securities held in such accounts.” (governance nuance)

Detailed vesting schedules (time-based RSUs and PSUs)

Award	Shares	Vesting cadence
2021 RSUs	4,894	25% annually on 1/18/2022, 1/18/2023, 1/18/2024, 1/18/2025
2022 RSUs	4,119	25% annually on 1/18/2023, 1/18/2024, 1/18/2025, 1/18/2026
2023 RSUs	8,038	25% annually on 1/18/2024, 1/18/2025, 1/18/2026, 1/18/2027
2024 RSUs	9,094	25% annually on each anniversary of 1/18/2024 (2025–2028)
2022 PSUs (earned)	15,447	50% on 12/31/2024 (issued); 50% on 12/31/2025
2023 PSUs (target outstanding)	12,058	If earned, 50% on 12/31/2025; 50% on 12/31/2026
2024 PSUs (target outstanding)	13,642	If earned, 50% on 12/31/2026; 50% on 12/31/2027

Employment Terms

Term	Jenkins (EVP & COO)
Agreement effective date/term	Effective Mar 24, 2025; initial term through Mar 24, 2028; auto one-year renewals unless non-renewed
Base salary	Not less than $385,000
Target annual bonus	Minimum target 125% of base salary; based on Compensation Committee-set goals
LTIP eligibility	Continues annually, at Committee discretion
Severance (no CIC)	1× (base salary + average actual bonus for prior 3 years) payable over 12 months; pro rata bonus based on actual performance; up to 12 months COBRA; equity granted after Mar 24, 2025 vests upon termination
Severance (within 24 months post-CIC)	2× (base salary + target bonus) payable over 24 months; pro rata bonus at target; equity granted after Mar 24, 2025 vests; double-trigger structure
Equity treatment (general/summary)	Time-based RSUs accelerate; PSUs vest based on performance through termination (or at target if termination occurs within first year of performance period and in connection with CIC)
Restrictive covenants	6-month non-compete and non-solicit post-termination; confidentiality and non-disparagement
Clawback	Company required to recover incentive compensation in event of material financial restatement
Hedging/Pledging policy	Hedging prohibited; pledging prohibited for directors and executive officers

Compensation Structure Notes and Peer Framework

2024 program mix: For NEOs (ex-CEO), ~74% performance-based/at-risk; LTIP is generally 60% performance-based and 40% time-based .
2024 TSR Peer Group (for PSU measurement) includes ADC, BNL, EPR, FCPT, GTY, GNL, NNN, NTST, O, SAFE, STAG, WPC; change vs. 2023 removed Spirit Realty, added Broadstone Net Lease .
2024 adjustments after shareholder outreach: eliminated subjective PSU component; added absolute TSR modifier as described above .

Say-on-Pay and Committee Governance

2025 Say-on-Pay outcome: Approved on an advisory basis with votes For 141,899,629; Against 7,021,742; Abstentions 184,501; Broker Non-Votes 7,192,620 .
Compensation Committee members: Joyce DeLucca (Chair), Scott A. Estes, Heather L. Neary; independent consultant engaged; annual risk assessment concluded programs do not create material adverse risk; NEO ownership and clawback policies in place .

Investment Implications

Pay-for-performance alignment: Jenkins’ 2024 bonus paid at 130% of target, tied to AFFO/share, investment volume, same-store rent growth and individual objectives; LTIP is 100% TSR-based for the performance portion with an absolute TSR risk modifier—supportive of shareholder alignment and downside governance safeguards .
Retention risk: New employment agreement provides balanced protection (1× cash severance; 2× on CIC within 24 months; 6-month non-compete), supporting retention while avoiding excessive parachutes; equity granted after Mar 24, 2025 vests on qualifying termination, enhancing stickiness through delayed value realization .
Selling pressure watchlist: A multi-year vesting calendar (January 18 anniversaries for RSUs; December 31 tranches for PSUs) could create periodic liquidity events; 2022 PSUs continue vesting through 12/31/2025; 2023 and 2024 PSU cycles vest 2025–2027, respectively .
Ownership alignment: Jenkins beneficially owns 43,014 shares/OP units; NEOs must hold 3× salary and retain 50% of granted equity until compliant; all NEOs meet guidelines; hedging is prohibited and pledging is prohibited (noting disclosure nuance around margin accounts) .
Governance and shareholder support: Strong Say-on-Pay support and clear Committee oversight with independent consulting reduce governance risk; TSR outperformance versus peers and operational execution bolster confidence in incentive design efficacy .

Sources: 2025 and 2024 DEF 14A; 2025 8-K (Item 5.02 employment agreements); EPRT operating highlights from 2025 DEF 14A.

Citations

Executive bio, roles, age, education:
2024 base salary and promotion; STIP design and weightings; LTIP mix and metrics; 2024 award values and counts:
2024 actual STIP payouts and corporate achievements:
PSU outcomes (2012 grant results across 2022–2024 period) and vesting mechanics:
Outstanding equity awards, detailed vesting schedules, market values:
Beneficial ownership and pledging disclosure nuance:
Ownership guidelines, clawback, risk assessment, Committee membership:
No hedging/pledging policy:
Employment agreements and severance/CIC terms; restrictive covenants:
Pay-versus-performance TSR and financials: