Patrick Wernig
About Patrick Wernig
Patrick L. Wernig (age 37) has served as Chief Financial Officer since May 2024; he joined FCPT in 2016 and previously led acquisitions (VP → Director → Managing Director) after investment banking roles at J.P. Morgan (real estate and gaming; supported Darden’s real estate monetization and FCPT spin-off) and equity research at Barclays in London. He holds a B.S. in Business Administration and an MBA from Georgetown University . Company performance context for 2024: absolute TSR was 14.1%; net income was $100.6 million; FFO per diluted share was $1.65 and AFFO per diluted share was $1.73; the dividend rate was increased 2.9% to $1.42 per share .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Four Corners Property Trust (FCPT) | CFO | May 2024–present | Finance leadership during continued portfolio growth/diversification |
| FCPT | Managing Director of Acquisitions | Jan 2022–May 2024 | Led sourcing/execution as FCPT invested $273.0m in 2024 across 87 properties/31 brands |
| FCPT | Director of Acquisitions | Dec 2018–Jan 2022 | Acquisition execution and underwriting |
| FCPT | VP of Acquisitions | Jun 2016–Dec 2018 | Acquisition execution and underwriting |
| J.P. Morgan | Investment Banking (Real Estate & Gaming) | 2013–2016 | Advised Darden’s real estate monetization and FCPT spin‑off; covered net lease clients for advisory/capital raising |
| Barclays Capital (London) | Equity Research Analyst | Early career | Sell-side coverage experience |
External Roles
- No current external directorships or committee roles disclosed in the 2025 DEF 14A biography for Mr. Wernig .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annualized base salary (post‑promotion) | $420,000 |
| Salary paid in 2024 (prorated) | $401,086 |
| Perquisites | None (company offers only a gym membership available to all corporate employees) |
| 401(k) company match (NEO program) | Eligible; plan matches up to 4% (broad-based); included within “All Other Compensation” |
Performance Compensation
Annual Incentive (2024)
- Structure: Discretionary bonus based on Company and individual objectives; payable in cash up to target and in fully vested shares for amounts above target .
- Metrics considered: Individual goals, acquisition quality/yield/volume, AFFO per share growth, absolute/relative TSR, leverage, credit trends, 360° feedback, ESG progress (weights not disclosed) .
| Item | Detail |
|---|---|
| Target bonus (% of salary) | 70% |
| Target bonus ($) | $294,000 |
| Earned as % of target | 150% |
| Total payout value | $441,000 |
| Settlement mechanics | Cash up to target; above-target paid in fully vested shares |
| Shares issued for above-target portion | 5,349 shares; priced at $27.48 on Jan 22, 2025 |
Long-Term Incentive (LTI) Awards (granted 2024)
- Mix: 50% performance-based restricted stock (PBRS) and 50% time-based restricted stock (TBRS). Mr. Wernig’s aggregate 2024 LTI target was $520,000 (adjusted upward upon promotion in May) .
- Performance framework (PBRS): 3-year performance period (1/1/2024–12/31/2026), 50% relative TSR (RSR) vs triple‑net peers and 50% absolute TSR; 0–200% payout scale; RSR threshold/target/max mapped to 25th/50th/75th percentiles; absolute TSR threshold/target/max at 9.27%/22.50%/36.76% . Beginning in 2025, AFFO per share growth is added to the performance program (broader NEO program change) .
| Award | Grant date | Shares (#) | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|---|
| TBRS | Jan 19, 2024 | 5,721 | $138,105 | Vests in 3 equal annual tranches on grant anniversaries, subject to service |
| PBRS (target) | Jan 19, 2024 | 5,721 | $139,936 | 3-year performance; 50% RSR/50% absolute TSR; 0–200% payout |
| TBRS (promotion top‑up) | May 3, 2024 | 5,045 | $121,786 | Vests in 3 equal annual tranches on grant anniversaries, subject to service |
| PBRS (target; promotion top‑up) | May 3, 2024 | 5,045 | $123,306 | Same performance construct; 3‑year period |
| TB RSU (promotion RSU agreement) | May 2024 | 12,611 | $304,430 | Vests in full on the third anniversary of the grant date, subject to service |
Notes:
- Dividends/DERs on unvested awards accrue as additional units/shares and are paid only upon vesting .
- No stock options are outstanding; equity awards are RS/RSU-based .
Realized 2024 Vesting
| Name | Shares acquired on vesting (#) | Value realized ($) |
|---|---|---|
| Patrick L. Wernig | 5,168 | $125,531 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 4, 2025) | 131,610 shares |
| Ownership guidelines | 3x base salary for non‑CEO NEOs; must retain 50% of net shares until compliant; all NEOs in compliance as of Dec 31, 2024 |
| Pledging/hedging policy | Prohibited (no hedging, pledging, margin accounts) |
| Options | None (no options outstanding) |
Outstanding equity (Dec 31, 2024)
| Grant | Type | Unvested shares (#) | Market value ($) | Unearned PBRS at max (#) | Market value ($) |
|---|---|---|---|---|---|
| Jan 19, 2024 | TBRS | 5,721 | $155,268 | — | — |
| Jan 19, 2024 | PBRS | — | — | 11,442 | $310,536 |
| May 3, 2024 | TBRS | 5,045 | $136,921 | — | — |
| May 3, 2024 | PBRS | — | — | 10,090 | $273,843 |
| May 2024 | Promotion TB RSU | 12,611 | $342,263 | — | — |
Vesting and selling pressure context
- TBRS from Jan/May 2024 vest in three equal annual tranches; the promotion RSU vests in full on its third anniversary; PBRS cliff vests at end of the 3‑year performance period. While vesting creates supply, FCPT’s ownership policy requires executives to retain 50% of net shares until guideline compliance, and hedging/pledging is prohibited, which mitigates near‑term selling pressure .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Dated Apr 24, 2024; base $420,000; target bonus 70% of base; target annual equity award $520,000; terms generally consistent with A&R Employment Agreement used for other NEOs . |
| Severance (no CIC) | If terminated without cause/for good reason/non‑renewal: cash severance equals 1x base+target bonus (structure consistent with Brat’s), plus prorated actual-year bonus and 18 months healthcare; as of 12/31/2024 illustrative: cash $1,155,000; stock $1,897,547; healthcare $56,165; total $3,108,713 . |
| Severance (with CIC) | Double‑trigger: if terminated without cause/for good reason within 24 months post‑CIC: cash multiple consistent with Brat’s (1.5x base+target), plus equity acceleration and healthcare; as of 12/31/2024 illustrative: cash $1,512,000; stock $2,239,918; healthcare $56,165; total $3,808,084 . |
| Equity acceleration | Time‑based RS fully vests on double‑trigger CIC; PBRS vests at target on double‑trigger (additional shares based on actual performance through CIC) . |
| Death/Disability | 100% of PBRS target vests; TBRS/RSUs fully vest; 18 months healthcare . |
| Restrictive covenants | Confidentiality and non‑disparagement; non‑solicit/non‑recruit for 24 months; non‑compete not applicable for California residents; all NEOs are California residents . |
| Clawback | Dodd‑Frank/NYSE-compliant clawback policy; award agreements include additional fraud/restatement clawbacks . |
| Tax gross‑ups | None; “best‑pay cap” for 280G excise taxes . |
Compensation Structure Analysis
- Emphasis on at‑risk pay: 2024 bonuses paid at 150% of target for Wernig; LTI split between PBRS and TBRS; zero options usage (reduces repricing risk) .
- Performance alignment: PBRS based 50% on relative TSR vs triple‑net REITs and 50% absolute TSR with transparent threshold/target/max; beginning in 2025, AFFO per share growth added—improves linkage to per‑share cash flow growth .
- Shareholder safeguards: No single‑trigger CIC vesting; no tax gross‑ups; dividends/DERs accrue but pay only on vest; hedging/pledging prohibited; robust ownership guidelines; formal clawback .
- Market benchmarking: Peer group used for NEO pay reviews includes Acadia, Agree, Broadstone, EPR, Essential Properties, Getty, LXP, NETSTREIT, One Liberty, ROIC, Saul Centers, STAG; use independent consultant Semler Brossy .
Board Governance and Compensation Committee
- Compensation Committee members (2024 roster) included Douglas B. Hansen (Chair), Charles L. Jemley, Barbara Jesuele, John S. Moody, Marran H. Ogilvie, and Toni Steele; all independent; met seven times in 2024; retains independent consultant Semler Brossy .
- Say‑on‑pay support: ~97.7% approval at the 2024 annual meeting .
Performance & Track Record Context
| 2024 Company indicator | Value |
|---|---|
| Absolute TSR | 14.1% |
| Net income | $100.6 million |
| FFO / AFFO per diluted share | $1.65 / $1.73 |
| Dividend growth | +2.9% to $1.42 per share |
| Investment activity | $273.0 million across 87 properties/31 brands |
| Portfolio mix | 22.7% of contractual base rent non‑restaurant retail (diversification) |
| Capital raised | ~8.07 million shares via ATM at $26.63 average, ~$214.9 million net proceeds |
Risk Indicators & Red Flags
- Hedging/pledging, margin accounts prohibited; reduces misalignment risk .
- No executive perquisites; no gross‑ups; no options; no single‑trigger CIC; formal clawback—shareholder‑friendly posture .
- Related‑party transactions: none above policy threshold in 2024 .
- California law limits enforceability of non‑competes; retention relies on economics/vesting and non‑solicit/confidentiality provisions .
Equity Ownership & Peer Benchmarking Details
- Beneficial ownership: 131,610 shares for Mr. Wernig (as of Apr 4, 2025). All directors/executives as a group (10 persons) held 1.2% of shares outstanding (99,972,006 shares) .
- Compensation peer group (for benchmarking) used in 2024: Acadia Realty Trust; Agree Realty; American Assets Trust; Broadstone Net Lease; Centerspace; EPR Properties; Essential Properties Realty Trust; Getty Realty; LXP Industrial; NETSTREIT; One Liberty; Retail Opportunity Investments; Saul Centers; STAG Industrial .
- Performance peer set (for relative TSR in PBRS): Agree Realty; Broadstone; EPR; Essential Properties; Getty; NETSTREIT; NNN REIT; One Liberty; Realty Income .
Employment Economics at Separation (Illustrative, as of Dec 31, 2024)
| Scenario | Cash severance | Equity acceleration | Healthcare (18 months) | Total |
|---|---|---|---|---|
| Termination w/o cause, for good reason, or non‑renewal | $1,155,000 | $1,897,547 | $56,165 | $3,108,713 |
| Same, after a change in control (double‑trigger) | $1,512,000 | $2,239,918 | $56,165 | $3,808,084 |
| Death/Disability | — | $2,500,083 | $56,165 | $2,556,248 |
Investment Implications
- Alignment: A high share of compensation is at‑risk with PBRS tied to absolute and relative TSR, and, beginning 2025, AFFO per share growth—strong linkage to shareholder value drivers for a net‑lease REIT .
- Retention dynamics: Multi‑year vesting (three equal tranches for 2024 TBRS; three‑year cliff for PBRS; promotion RSU third‑anniversary vest) plus ownership retention rules temper near‑term selling pressure from vesting; California non‑compete limits shift retention emphasis to pay/vesting economics .
- Payout discipline: No options, no gross‑ups, double‑trigger CIC, and strong say‑on‑pay support (97.7%) suggest low governance risk around compensation inflation or misalignment .
- Execution track record context for 2024 (Mr. Wernig’s first year as CFO): positive TSR (+14.1%), modest per‑share FFO/AFFO progression, diversified acquisition program ($273m), and dividend growth (+2.9%), consistent with incentives focused on TSR and per‑share cash flow .