James Brat
About James Brat
James L. Brat is Chief Operations Officer, General Counsel, and Secretary at Four Corners Property Trust (FCPT), age 55. He has served as COO since 2023, previously as Chief Transaction Officer, General Counsel and Secretary (2020–2023), and General Counsel and Secretary (2015–2020). He was a partner in the real estate department at Pircher, Nichols & Meeks from 1998–2015, and holds a BA in German from Macalester College and a JD from UCLA School of Law . FCPT delivered net income of $100.6 million in 2024, with FFO per diluted share of $1.65 and AFFO per diluted share of $1.73; a $100 investment in FCPT was valued at $114.11 at year-end 2024, indicating positive TSR during his recent tenure on the executive team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Four Corners Property Trust | General Counsel & Secretary | 2015–Jan 2020 | Led legal and corporate governance as Corporate Secretary; signed numerous SEC filings . |
| Four Corners Property Trust | Chief Transaction Officer, General Counsel & Secretary | Jan 2020–2023 | Oversaw transactions and legal; supported portfolio growth and ATM program execution . |
| Four Corners Property Trust | Chief Operations Officer, General Counsel & Secretary | 2023–present | Heads operations and legal; Board secretary; executed equity plan amendments in 2025 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pircher, Nichols & Meeks (Law Firm) | Partner, Real Estate | 1998–2015 | Real estate transactional practice; expertise directly relevant to net lease REIT operations . |
Fixed Compensation
Multi-year summary compensation for Brat:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 430,076 | 435,000 | 448,050 |
| Bonus ($) | 222,453 | 282,750 | 291,233 |
| Stock Awards ($) | 443,876 | 1,177,581 | 614,498 |
| All Other Compensation ($) | 24,480 | 57,461 | 33,475 |
| Total ($) | 1,120,886 | 1,952,764 | 1,387,256 |
2024 annual incentive program specifics for Brat:
| Item | Value |
|---|---|
| Base salary | $448,050 |
| Target bonus (% of base) | 65% |
| Target bonus ($) | $291,233 |
| Earned bonus (% of target) | 150% |
| 2024 bonus payout (total value) | $436,850 |
| Fully vested shares issued for payout above target (#) | 5,299 shares (issued Jan 22, 2025) |
Notes: FCPT pays amounts above target in fully vested shares; amounts up to target in cash; Brat’s above-target portion was delivered in shares per policy .
Performance Compensation
Annual incentive metrics (discretionary framework used by Compensation Committee):
- Criteria include individual goals, acquisition quality/yield/volume, AFFO per share growth, absolute and relative TSR, leverage, credit trends, 360-degree feedback, and ESG progress; payouts range 0–150% of target .
2024 Long-term incentive design (Brat):
- Aggregate target LTI value: $618,000; 50% performance-based RSUs and 50% time-based RSUs .
- Grant date 1/19/2024: 12,644 time-based restricted shares (3-year ratable vest) and a target of 12,644 performance-based restricted shares (3-year performance period ending 12/31/2026) .
Performance-based RSU metrics and payout schedules (2024 grant):
| Metric | Weighting | Threshold | Target | Maximum | Vesting/Period |
|---|---|---|---|---|---|
| Relative TSR (RSR vs peer set) | 50% | 25th percentile → 0% | 50th percentile → 100% | 75th percentile → 200% | 3-year performance period (1/1/2024–12/31/2026); pro-rata and CIC provisions apply . |
| Absolute TSR | 50% | 9.27% TSR → 0% | 22.50% TSR → 100% | 36.76% TSR → 200% | Same as above . |
Grant-date fair values (2024):
| Grant | RSU Type | Grant Date Fair Value ($) |
|---|---|---|
| Brat LTI | Performance-based RSU (target) | 309,272 |
| Brat LTI | Time-based RSU | 305,226 |
Plan changes and administration:
- 2025 update adds AFFO per share growth to LTI metrics to reward sustainable per-share earnings growth .
- Plan amended in June 2025 to conform to applicable laws; certified by Secretary James L. Brat .
Option awards:
- FCPT states it has no outstanding options; 2024 stock vested table covers only stock awards .
Equity Ownership & Alignment
Beneficial ownership (as of April 4, 2025):
- James L. Brat beneficially owns 123,344 shares; less than 1% of shares outstanding .
Outstanding equity awards at 12/31/2024 (Brat):
| Grant Date | Type | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| 1/19/2024 | Time-based RS | 12,644 | 343,158 |
| 1/19/2024 | Performance-based RS (unearned at max) | 25,288 | 686,316 |
| 1/22/2023 | Time-based RS | 21,272 | 577,322 |
| 1/22/2023 | Performance-based RS (unearned at max) | 21,274 | 577,376 |
| 1/22/2022 | Time-based RS | 2,992 | 81,203 |
| 1/22/2022 | Performance-based RS (earned 108.4% under 2022 award methodology) | 7,397 | 200,760 |
| 1/22/2020 | Time-based RS (five-year cliff vest) | 13,937 | 378,250 |
Ownership policy and pledging/hedging:
- NEO ownership guidelines: CEO 6x base salary; other NEOs 3x base salary; retain 50% of net shares until compliance. All NEOs were in compliance as of 12/31/2024 .
- Insider Trading Policy prohibits short sales, hedging, derivatives, margin accounts, and pledging of company securities .
Insider selling pressure and vesting cadence:
- Annual incentive above-target payouts delivered as fully vested shares (Brat: 5,299 shares issued January 22, 2025), creating potential sale supply, subject to retention requirements until guideline compliance (which was met as of 12/31/2024) .
- Time-based RSUs vest in equal installments over 3 years (2024 and 2023 grants), while 2020 award vested on the fifth anniversary (January 2025), contributing to scheduled vesting events .
Employment Terms
Contract term and renewal:
- Original employment agreements effective 11/27/2018 with auto-renewals; amended 9/19/2023 to extend to 4/30/2024; amended and restated in March 2024 to extend initial term to first anniversary of A&R effective date and set target bonus and target equity opportunity .
Severance (non-CIC):
- If terminated without cause, for good reason, or due to non-renewal: lump-sum equal to 1x (Brat) base salary + target bonus (except in non-renewal case, target bonus excluded), plus pro-rated actual annual bonus; up to 18 months healthcare reimbursement .
- Illustrative potential payments (assuming 12/31/2024 termination): Cash $1,176,133; Stock Awards $1,709,920; Healthcare $43,254; Total $2,929,307 .
Severance (CIC double-trigger):
- If terminated without cause or for good reason within 24 months of CIC: lump-sum equal to 1.5x (Brat) base salary + target bonus, plus pro-rated actual annual bonus; up to 18 months healthcare reimbursement .
- Illustrative potential payments (assuming 12/31/2024 CIC termination): Cash $1,545,775; Stock Awards $1,994,247; Healthcare $43,254; Total $3,583,276 .
- Equity acceleration: within two years after CIC + qualifying termination, immediate vesting of time-based RS and performance-based Target Shares; Additional Shares vest based on actual performance through CIC date .
Trigger design and clawbacks:
- No single-trigger acceleration; qualifying termination required if awards are assumed/continued .
- Clawback policy applicable to Section 16 officers (from 10/2/2023) for erroneously paid incentive comp; equity awards subject to clawback upon fraud-related restatement .
Perquisites and tax:
- No executive perquisites beyond broad-based benefits; 401(k) match up to 4% in 2024; no tax gross-ups .
Performance & Track Record
Company highlights for 2024:
- Net income: $100.6 million; FFO per diluted share: $1.65; AFFO per diluted share: $1.73 .
- Executed $273.0 million of real estate transactions across 87 properties and ground leaseholds; diversified portfolio with 22.7% non-restaurant retail base rent .
- Increased annual dividend rate by 2.9% to $1.42/share; maintained conservative leverage .
- Sold 8,068,155 shares via ATM at $26.63 average, net proceeds ~$214.9 million .
Compensation Peer Group (Benchmarking)
- 2024 executive pay peer group included: Acadia Realty Trust; Agree Realty Corp.; American Assets Trust; Broadstone Net Lease; Centerspace; EPR Properties; Essential Properties Realty Trust; Getty Realty; LXP Industrial; NETSTREIT; One Liberty Properties; Retail Opportunity Investments; Saul Centers; STAG Industrial; with changes reflecting acquisitions/removals .
- Independent consultant: Semler Brossy engaged to advise compensation design and benchmarking; confirmed independent with no conflicts .
Say-on-Pay & Shareholder Feedback
2025 annual meeting results:
- Say-on-pay approved: For 87,365,639; Against 1,295,143; Abstentions 98,801; Broker non-votes 4,249,279 .
Equity Ownership & Alignment (Summary)
- Beneficial ownership: 123,344 shares; <1% of outstanding .
- Ownership guidelines: 3x salary for NEOs; compliance achieved; hedging/pledging prohibited .
Investment Implications
- Alignment: Strong pay-for-performance with 50% of LTI in performance RSUs tied to TSR/RSR, and 2025 addition of AFFO/share growth enhances fundamental linkage; ownership guidelines and above-target bonus paid in stock reinforce skin-in-the-game and reduce cash leakage .
- Retention risk: Contractual severance at 1x non-CIC and 1.5x CIC for Brat, plus equity acceleration under double-trigger CIC, provides moderate retention incentives; scheduled vesting of time-based awards through 2027 and January 2025 cliff vest on 2020 award reduce near-term flight risk .
- Trading signals: Fully vested share issuance for 2024 bonus above target (5,299 shares, Jan 22, 2025) could add marginal supply, but policy requires retention until ownership thresholds (already met as of 12/31/2024), and hedging/pledging are prohibited, mitigating adverse signals .
- Governance quality: No single-trigger CIC, no options outstanding, no tax gross-ups, clawback policy, and independent consultant support suggest shareholder-friendly practices that lower governance risk .