Bill Lenehan
About Bill Lenehan
William H. “Bill” Lenehan, 48, is President, Chief Executive Officer, and a director of Four Corners Property Trust (FCPT), roles he has held since 2015, with deep net-lease real estate and capital allocation experience rooted in a decade at Farallon Capital and multiple public REIT directorships and operating roles . He holds a degree from Claremont McKenna College . FCPT’s 2024 results included AFFO per share of $1.73, FFO per share of $1.65, a 2.9% dividend increase, $273.0 million of real estate investments, and continued portfolio diversification (22.7% non-restaurant retail by CBR), with an absolute TSR of 14.1% and relative stockholder return ranking at the 70.1st percentile for 2024 . Governance mitigants around his dual CEO/Director role include an independent Chair, annual board elections, and a board where all directors other than the CEO are independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | Director | Oct 2014 – Nov 9, 2015 | Board service immediately preceding FCPT spin-off; resigned to become FCPT CEO . |
| EVOQ Properties, Inc. | Special Advisor to Board | Jun 2012 – late 2014 | Advisory on portfolio of development assets in downtown Los Angeles . |
| MI Developments (now Granite REIT) | Interim CEO; Director; Strategic Review Committee | (Prior to 2012; dates not specified) | Led net-lease industrial/manufacturing REIT through strategic review; operating leadership plus governance . |
| Gramercy Property Trust Inc. | Director; Chairman, Investment Committee | Jan 2012 – Dec 2015 | Investment oversight at public net-lease REIT . |
| Stratus Properties Inc. | Director | May 2012 – May 2015 | Real estate development board experience . |
| Farallon Capital Management, LLC | Investment Professional | ~10 years | Public/private investment experience, including real estate . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Macy’s, Inc. | Director | Apr 2016 – Oct 2024 | Large-cap retail governance experience . |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $670,000 | $690,100 (3% increase) | From 2021, cash paid up to $589,050; 2024 included one-time RSU of $99,810 vesting Jan 22, 2025 for salary above $589,050 . |
| Target Annual Bonus (% of Salary) | 125% (policy in place by 2024) | 125% | CEO target bonus set in A&R employment agreement . |
| Target Annual Bonus ($) | N/A | $862,265 | Based on 125% of $690,100 . |
Performance Compensation
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Annual Incentive (2024): Discretionary program guided by criteria including individual goals, acquisition quality/yield/volume, AFFO per share growth, absolute and relative TSR, leverage, credit trends, 360 feedback, and ESG progress; payout range 0–150% of target . CEO earned 150% of target; bonus paid in cash up to base salary, with the excess delivered in fully vested shares issued Jan 22, 2025 (21,974 CEO shares for above-salary/share elections and 15,696 shares for above-target portion; total value $1,293,938) .
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Long-Term Incentives (granted Jan 19, 2024): 50% time-based restricted stock and 50% performance-based restricted stock; CEO received 60,551 time-based shares and a 60,551 target performance-based award (aggregate target value $2,959,706) . Time-based awards vest in equal installments over three years; performance-based awards vest over a three-year period based on two equally weighted metrics: Relative TSR vs a triple-net peer set and Absolute TSR, each paying 0–200% with linear interpolation . Beginning in 2025, FCPT added an AFFO per share growth metric to its LTI to further align pay with sustainable per-share cash flow growth .
Performance metric details (LTI):
| Metric | Weight | Threshold | Target | Maximum | Resulting Payout Curve |
|---|---|---|---|---|---|
| Relative TSR vs peer set (Agree, Broadstone, EPR, Essential, Getty, NETSTREIT, NNN, One Liberty, Realty Income) | 50% | 25th percentile = 0% | 50th percentile = 100% | 75th percentile = 200% | Linear between levels . |
| Absolute TSR | 50% | 9.27% = 0% | 22.50% = 100% | 36.76% = 200% | Linear between levels . |
Selected realized performance:
- 2022 performance-based restricted stock vested at 108.4% based on program outcomes through Dec 31, 2024 (Company TSR 14.1%; relative TSR above 33rd percentile) .
Vesting schedules and recent share issuances:
- 2024 time-based grants (60,551 CEO shares) vest in three equal tranches on each of the first three anniversaries of Jan 19, 2024 .
- 2023 and 2022 time-based awards similarly vest on first three anniversaries; CEO had remaining unvested time-based shares as of Dec 31, 2024: 33,959 (2023 grant) and 16,317 (2022 grant) .
- Bonus-related fully vested shares were issued Jan 22, 2025 (CEO: 15,696 above-target portion; plus 6,278 shares for the elected portion between salary and target; total 21,974) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 687,324 FCPT shares; less than 1% of outstanding . |
| Unvested Time-Based RS (12/31/24) | 60,551 (2024 grant), 33,959 (2023 grant), 16,317 (2022 grant) . |
| Unearned Performance-Based RS (12/31/24) | 121,102 (2024 target at max disclosure convention), 101,876 (2023 target at max disclosure convention), 39,590 (2022 payout reflected at 108.4%) . |
| Options | None; company reports no outstanding options . |
| Stock Ownership Guidelines | CEO must own ≥6x base salary; all NEOs and directors in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited for officers and directors; no margin accounts or pledging allowed . |
| Retention/Trading Dynamics | Three-year ratable vesting on time-based awards creates annual vesting events; 2024 bonus paid partly in fully vested shares (issued Jan 22, 2025), but policy requires holding 50% of net shares until guideline achieved, reducing forced selling . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Role Start Date | CEO and Director since 2015 . |
| Contracts | Amended and Restated Employment Agreement (Mar 2024) sets target bonus and target annual equity; extends term to first anniversary of effective date; clarifies prorated bonus and enhanced CIC severance eligibility upon non-renewal by the Company . |
| Standard Severance (No CIC) | If terminated without cause or for good reason: lump sum 1.5x (salary + target bonus) for CEO; prorated actual-year bonus; up to 18 months healthcare reimbursement . |
| Change-in-Control (Double Trigger) | If terminated without cause/for good reason within 24 months of CIC: lump sum 2.5x (salary + target bonus) for CEO; prorated actual-year bonus; up to 18 months healthcare reimbursement; equity vests per award terms; no single-trigger vesting . |
| Potential Payout Illustrations (as of 12/31/24) | Without Cause/Good Reason/Non-Renewal: Cash $3,623,026; Stock $4,559,950; Healthcare $43,254; Total $8,226,229 . With CIC: Cash $5,175,751; Stock $5,642,162; Healthcare $43,254; Total $10,861,116 . |
| Clawbacks | Dodd-Frank compliant policy for erroneously paid incentive comp (including equity); legacy award/contract clawbacks on fraud-driven restatements . |
| Non-Compete/Non-Solicit | Award agreements include confidentiality; 24-month post-termination non-compete (not applicable under California law), and limited non-solicit/non-recruit where tied to use of confidential information for California residents; employment agreements include a 12-month employee non-solicit . |
| Perquisites/Pensions | No executive perqs beyond gym (offered to all employees); no tax gross-ups; no SERP; 401(k) with match up to 4% . |
| Best-Pay Cap | Excise tax “best net” reduction may apply to CIC payments . |
Board Governance (service history, committees, dual-role implications)
- Board Service: Director since 2015; the only non-independent director; all other directors are independent .
- Leadership Structure: Independent Chair separate from CEO role; Douglas Hansen elected Chairperson of the Board effective upon re-election at the 2025 Annual Meeting, reinforcing independent oversight .
- Committees: CEO serves on no standing committees; all committee members are independent; committee chairs include Hansen (Compensation), Jemley (Audit and Risk), Ogilvie (Nominating and Governance); Investment Committee comprised solely of independent directors .
- Board Operations: Board met seven times in 2024; each director met at least 75% attendance; regular executive sessions of independent directors held .
- Director Pay for CEO: CEO receives no director compensation while serving as a director .
Dual-role implications: Risks of CEO/Director overlap are mitigated by an independent Chair, fully independent committees, majority voting and annual elections, robust stock ownership requirements, and prohibition of hedging/pledging, which collectively support independent oversight and alignment .
Compensation Structure Analysis
- At-Risk Mix and Alignment: Significant portion of CEO pay is performance-contingent; 50% of LTI is performance-based tied to absolute and relative TSR, with an added AFFO/share growth metric for awards beginning 2025, strengthening cash-flow alignment .
- Annual Incentive Quality: Annual bonus evaluates acquisition quality/yield/volume, per-share growth (AFFO), TSR, leverage, credit trends, ESG, and qualitative assessments, discouraging growth for growth’s sake and promoting accretive, risk-aware expansion .
- No High-Risk Features: No single-trigger CIC; no tax gross-ups; no options; dividends on unvested equity reinvested and only paid if vested; no executive-only perqs .
- Shareholder Support: Say-on-pay received ~97.7% approval in 2024, indicating strong shareholder endorsement of program design and outcomes .
- Peer Group: Compensation benchmarking uses a REIT peer set aligned by enterprise value/assets and business focus; RSR uses a separate triple-net peer subset for performance measurement .
Performance & Track Record
- 2024 Outcomes: Net income $100.6 million; FFO per diluted share $1.65; AFFO per diluted share $1.73; dividend up 2.9% to $1.42; $273.0 million invested across 87 properties/31 brands; non-restaurant retail rose to 22.7% of CBR .
- TSR: Absolute TSR 14.1% in 2024; relative stockholder return ranking 70.1% in 2024 (per Item 402(v)) .
- LTI Realization: 2022 performance-based RS vested at 108.4%, evidencing alignment of payouts with multi-year TSR outcomes .
Equity Ownership & Director/NEO Security Ownership Snapshot
| Holder | Shares | % Outstanding |
|---|---|---|
| William H. Lenehan (CEO/Director) | 687,324 | <1% |
| All current execs and directors (10 persons) | 1,215,307 | 1.2% |
Compensation Committee Analysis
- Composition and Independence: Chaired by Douglas B. Hansen; all members independent .
- Consultant: Semler Brossy served as independent advisor; Compensation Committee evaluated and found no conflicts of interest .
- Processes: Committee sets CEO goals, evaluates performance, and recommends CEO pay to join with independent directors to approve; reviews program risk to avoid undue risk-taking .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay Approval: ~97.7% support in 2024; cadence is annual .
- Responsiveness: Committee considers outcomes in setting subsequent compensation decisions .
Related Party Transactions and Red Flags
- Related Party Transactions: None exceeding policy thresholds in 2024 .
- Hedging/Pledging: Prohibited, reducing misalignment and liquidity-driven risk .
- Clawbacks: Robust Dodd-Frank compliant and fraud-related restatement clawbacks covering equity and cash .
- Options Repricing/Single Trigger: None; single-trigger CIC not permitted .
Investment Implications
- Alignment: Strong pay-for-performance with multi-year TSR focus and added AFFO/share growth metric from 2025 should reinforce per-share value creation and cash flow discipline .
- Supply/Overhang: Predictable three-year ratable vesting and bonus share issuance (e.g., Jan 22, 2025) create known potential share supply; mitigated by stringent ownership guidelines requiring retention of 50% of net shares until guidelines are met and absolute prohibitions on hedging/pledging .
- Retention/CIC: Competitive severance (1.5x without CIC; 2.5x with CIC) with double-trigger equity vesting supports executive retention and orderly transitions without excessive shareholder cost; best-pay-cap reduces excise tax inefficiency .
- Governance Quality: Independent Chair and fully independent committees mitigate dual-role risks; high say-on-pay support signals investor confidence in compensation outcomes and governance .
- Execution Track Record: 2024 TSR and LTI vesting above target (108.4% for 2022 grant) alongside portfolio growth/diversification indicate competent execution—continued monitoring of AFFO/share trends, acquisition yields, and leverage discipline is key for forward returns .