Peter Mavoides

About Peter Mavoides

Peter M. Mavoides is President, Chief Executive Officer, and a director of Essential Properties Realty Trust (EPRT) since 2018; he previously held similar roles at Essential Properties Realty Trust LLC starting in March 2016. He has a B.S. from the United States Military Academy and an M.B.A. from the University of Michigan; his prior career includes senior net-lease investing and sale-leaseback structuring roles at Spirit Realty Capital, Sovereign (PE), Eastdil, and Citigroup . EPRT’s recent operating performance under his tenure includes AFFO per share of $1.74 in 2024 and net income of $203.6 million; 2024 business highlights also include $1.2 billion gross investments and liquidity of $1.0 billion . Total shareholder return (TSR) since IPO through 12/31/2024 is the highest versus EPRT’s 2024 compensation peer group; the company’s five-year TSR index reached 156.77 versus 98.85 for the FTSE NAREIT All Equity REITs index .

Past Roles

Organization	Role	Years	Strategic Impact
Spirit Realty Capital (NYSE: SRC)	President & COO	2011–2015	Transformed Spirit from ~$3.2B private enterprise to ~$8.0B public REIT; chaired investment committee; led ~150 investments totaling nearly $2.0B .
Sovereign (Private equity, net-lease focus)	President & CEO	2003–2011	Built startup into leading net-lease investor; implemented strategy investing >$1.0B in net-lease transactions; instrumental in ~$4.0B net-lease asset structuring across tenure .
Eastdil Realty (Wells Fargo subsidiary)	Investment professional	Prior to 2003	Focused on real estate capital markets and transactions .
Citigroup	Banking group – sale-leaseback structuring	Prior to 2003	Structured sale-leaseback transactions; capital markets and advisory experience .

External Roles

Organization	Role	Years	Notes
EPRT Board of Directors	Director	2018–present	No other public company boards listed; “Other Public Company Boards: 0” .

Board Governance and Dual-Role Implications

Board service history and roles: Mavoides is a director; he is not a committee member; committee memberships are fully independent (Audit, Compensation, Nominating & Corporate Governance, Investment) .
Leadership structure: EPRT separates Chair and CEO; independent non-executive Chair (Scott A. Estes) leads executive sessions of independent directors .
Attendance: The Board met nine times in 2024; no director attended fewer than 75% of Board and committee meetings .
Independence safeguards: Majority-independent Board (86%); fully independent committees; regular executive sessions mitigate CEO-director dual-role concerns .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$600,000	$700,000	$750,000
Director Fees	N/A (CEO receives no director compensation)	N/A	N/A

Performance Compensation

Annual Cash Incentive (Short-Term) – Program Design and CEO Outcomes (2024)

Element	CEO Weighting	Threshold	Target	High	2024 Actual	Result vs Hurdle
AFFO per Share	25%	$1.71	$1.73	$1.75	$1.74	Between Target and High
Gross Investments	15%	$900m	$1.05b	$1.2b	$1.2b	High
Same Store Rent Growth	15%	1.35%	1.45%	1.55%	1.40%	Between Threshold and Target
Net Debt/Annualized Adjusted EBITDAre	15%	5.0x	4.8x	4.6x	4.6x	High
ESG	5%	1.00	3.00	5.00	4.50	Between Target and High
Individual Performance	25%	Qualitative	Qualitative	Qualitative	Qualitative	Achieved (see narrative)

CEO Cash Bonus Outcome	% of Target	$ Amount
2024 Payout	142%	$1,600,000

Bonus opportunity range (as % of base salary): Threshold 50%, Target 150%, Maximum 250% for CEO .

Long-Term Incentives (RSUs)

Grant Type	Grant Date	Target Shares	Threshold	Maximum	Grant Date Fair Value ($000s)	Vesting
Performance-Based RSUs (2024 LTIP)	2/16/2024	86,812	43,406	217,030	$3,250	Earn-out on 3-year relative TSR vs 2024 TSR peer group; if earned, 50% vests 12/31/2026 and 50% vests 12/31/2027, subject to continued employment .
Time-Based RSUs (2024 LTIP)	2/16/2024	57,875	N/A	N/A	$1,419	Vests ratably over 4 years in annual increments on each anniversary of 1/18/2024, subject to continued employment .
2021 Subjective Performance Portion (certified in 2024)	2/13/2024	53,435	N/A	N/A	$1,289	50% vested on 2/13/2024 and 50% vested on 12/31/2024 .

Program structure notes:

2024 performance-based RSUs are 100% tied to three-year relative TSR, removing prior subjective portion; payouts range from 0–250% of target with linear interpolation; negative absolute TSR at target reduces award 25% but not below 100% of target .
Time-based RSUs pay dividends; performance-based RSUs do not pay dividends but accrue additional shares based on dividends paid during the performance period (subject to same vesting) .

Historical performance awards:

2022 performance RSUs earned at 250% of target on both relative TSR and subjective components; CEO earned 208,415 shares, half vested 12/31/2024 and half scheduled 12/31/2025 (excludes dividend equivalents) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (shares + OP Units)	791,771; less than 1% of outstanding shares .
Trust/Indirect Holdings	Includes 244,422 OP Units held by The Susan Mavoides Descendants Trust; excludes 244,423 OP Units held by The Peter Mavoides Family Trust (spouse as trustee) .
Unvested RSUs (as of 12/31/2024)	295,540; market value $9,244,000 (at $31.28/share) .
Unearned Performance RSUs (as of 12/31/2024)	566,787; market/payout value $17,729,000 (at $31.28/share) .
2024 Vested Shares (value realized)	285,206 shares; $8,637,000 .
Stock Ownership Guidelines	CEO minimum 6× base salary; all NEOs in compliance as of record date; retain 50% of stock granted until guidelines met .
Hedging/Pledging	Hedging prohibited; pledging prohibited for directors and executive officers; company policy prohibits short sales .
Pledged Shares Status	Company disclosure notes no shares beneficially owned by any executive or director have been pledged, except for accounts that may, from time to time, utilize margin borrowing secured by securities in those accounts .

Director compensation: As CEO-director, Mavoides receives no separate director compensation .

Employment Terms

Term	CEO (Peter Mavoides)
Agreement Date/Term	Amended & restated effective 1/1/2022; initial five-year term; automatic one-year renewals unless non-renewal notice .
Non-compete / Non-solicit	Generally one year post-termination .
Severance (No CIC)	2× (Base Salary + average annual bonus of prior 3 years); pro-rata annual bonus; up to 18 months healthcare; accelerated vesting of outstanding equity; paid over 24 months .
Severance (Double-Trigger CIC within 24 months)	3× (Base Salary + target annual bonus); pro-rata annual bonus; up to 18 months healthcare; accelerated equity vesting; paid over 36 months .
Equity Treatment on Termination	Time-based RSUs accelerate; performance RSUs vest based on performance through termination (target if termination within first year of performance period under CIC scenario) .
Estimated Payments (as of 12/31/2024)	Death/Disability: $34,196k total; Without Cause/Good Reason: $38,513k total; CIC termination: $31,630k total .

Clawback: EPRT maintains an executive compensation clawback policy aligned with NYSE rules for material restatements .
Tax gross-ups: None on severance/change-in-control or other payments .
Perquisites/Deferred/Pension: No perquisites; no tax reimbursements; no deferred compensation/pension plans beyond 401(k) with 100% match up to 6% .

Compensation Structure Analysis

Pay for performance: 86% of CEO target mix is performance-based/at-risk; balance of short-term and long-term incentives; 2024 performance RSUs tied 100% to relative TSR .
Peer benchmarking: 2024 compensation peer group used to inform design and levels; committee does not target a specific percentile; independent consultant Ferguson Partners engaged; say-on-pay approval ~98% in 2024 indicates strong shareholder support .
No options/repricing: Equity is delivered via RSUs; no outstanding options; weighted-average exercise price N/A; no repricing noted .
Ownership alignment: Strict ownership guidelines and retention requirements; prohibition of hedging/pledging; double-trigger CIC vesting (no single-trigger) .

Performance & Track Record (Company context)

Metric	2020	2021	2022	2023	2024
AFFO per Share ($)	1.11	1.34	1.53	1.65	1.74
Net Income ($000s)	42,528	96,211	134,742	191,415	203,638
TSR Index (Initial $100 on 12/31/2019)	90.42	126.97	108.93	124.30	156.77
FTSE NAREIT All Equity REITs TSR Index	90.80	126.41	91.27	98.65	98.85

2024 business and capital allocation highlights: $1.2 billion gross investments at 8.0% cash cap rate; net debt-to-annualized adjusted EBITDAre 4.6×; portfolio 99.7% leased; weighted average lease term 14.0 years; dividend increased to $1.18 annualized for Q4 .

Compensation & Ownership Detail Tables

Multi-Year CEO Compensation (Summary Compensation Table)

Year	Salary ($000s)	Stock Awards ($000s)	Non-Equity Incentive ($000s)	All Other ($000s)	Total ($000s)
2022	600	8,019	1,150	17	9,786
2023	700	4,858	1,724	20	7,302
2024	750	5,958	1,600	31	8,339

Outstanding Equity Awards (as of 12/31/2024)

Item	Shares/Units	Value ($000s)
Unvested RSUs	295,540	9,244
Unearned Performance RSUs (expected level)	566,787	17,729

Say-on-Pay & Shareholder Feedback

Say-on-Pay approval ~98% at the 2024 Annual Meeting; Compensation Committee maintained program design in response .
Stockholder-friendly features: independent consultant; clawback; no single-trigger CIC vesting; no tax gross-ups; strong governance disclosures and investor engagement .

Compensation Committee Analysis

Committee members: Joyce DeLucca (Chair), Scott A. Estes, Heather L. Neary; all independent; no interlocks or insider participation .
Independent consultant: Ferguson Partners Consulting L.P. provided peer benchmarking and design recommendations; independence assessed .

Related Party Transactions

None during 2024 and through the proxy date; Board policy requires approval by independent directors for any future related party transactions .

Investment Implications

Alignment: High at-risk pay and TSR-centric LTIP create strong linkage between CEO compensation and shareholder returns; strict ownership guidelines and anti-hedging/pledging reduce misalignment risk .
Retention Risk: Employment agreement provides meaningful double-trigger CIC protections (3× base + target bonus, accelerated vesting) potentially reducing turnover risk; non-compete and non-solicit provisions add continuity .
Trading Signals: Material vesting events occur on 12/31/2025, 12/31/2026, and 12/31/2027 for performance RSUs; 4-year time-based RSU schedules also create periodic share delivery; however, retention requirements and ownership minimums temper near-term selling pressure .
Governance Quality: Independent chair, fully independent committees, strong say-on-pay outcomes (~98%), no related party transactions, and explicit clawback policy support favorable governance and compensation practices .