Brian R. Dickman
About Brian R. Dickman
Executive Vice President, Chief Financial Officer and Treasurer of Getty Realty Corp. since December 2020; age 49. Prior roles include CFO at Seritage Growth Properties, CFO & Secretary at Agree Realty, and real estate investment banker covering public REITs at Lehman Brothers; began career in corporate finance at Intel (1998). Education: MBA, University of Michigan Ross; BA, University of Michigan . During his tenure, GTY’s AFFO per share rose from $2.25 in 2023 to $2.34 in 2024, net earnings were $71.1M in 2024, and TSR from a fixed $100 reference reached $122.07 in 2024; peer TSR $123.10 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seritage Growth Properties | EVP & Chief Financial Officer | Not disclosed | Led finance and capital markets at a public REIT |
| Agree Realty | Chief Financial Officer & Secretary | Not disclosed | CFO for a net lease REIT; governance responsibilities as Secretary |
| Lehman Brothers | Real Estate Investment Banker (covering public REITs) | Began 2005 | Advised REITs; capital markets and transactions execution |
| Intel Corporation | Corporate Finance | Began 1998 | Corporate finance foundation; operational discipline |
External Roles
No external directorships or committee roles disclosed for Mr. Dickman .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $422,308 | $439,615 | $461,260 |
| Cash Bonus ($) | $320,000 | $340,800 | $355,000 |
| Stock Awards ($) | $698,190 | $952,000 | $797,144 |
| All Other Compensation ($) | $52,592 | $54,592 | $56,817 |
| Total Compensation ($) | $1,493,090 | $1,787,007 | $1,670,221 |
| Notes | — | — | 2025 base salaries increased ~2.7% for NEOs |
All Other Compensation detail (2024): Profit Sharing $5,214; 401(k) Match $10,350; Supplemental Retirement Plan $31,161; Life Insurance $1,872; Perquisites (auto allowance) $9,000 .
Performance Compensation
- Annual cash incentive is discretionary (no formulaic weighting); Compensation Committee considers company and individual performance, including AFFO/share, capital markets execution, leverage/liquidity, investor engagement and process improvements .
- 2024 discretionary bonus: $355,000 .
- Long-term equity: Time-based RSUs vest ratably over 5 years; settlement at earlier of 10 years from grant (or 10 years from first vest for certain vintages) or termination of employment; dividend equivalents paid on RSUs .
2024–2025 RSU Grants (Dickman):
| Grant Date | RSUs Granted (#) | Vesting | Settlement Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Mar 1, 2025 | 32,500 | 5-year ratable | Earlier of 10 years or termination | Not disclosed |
| Mar 1, 2024 | 30,000 | 5-year ratable | Earlier of 10 years or termination | $796,500 |
| Dec 12, 2024 | 20 fully vested shares (holiday) | Immediate | Immediate shares | $644 |
2024 Individual performance highlights (Dickman):
- Raised ~$290M of equity and debt (follow-on, ATM forwards, $125M notes); maintained investment-grade rating; leverage/liquidity within targets .
- Executed IT roadmap; >90 investor meetings; led finance, accounting, IR, capital markets .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 56,600; includes 56,500 vested RSUs |
| Ownership % of Outstanding | Less than 1% |
| Unvested RSUs (by grant) | 30,000 (2024) $903,900; 22,400 (2023) $674,912; 15,300 (2022) $460,989; 6,000 (2021) $180,780; 3,000 (2020) $90,390 |
| Total Unvested RSUs (value at $30.13) | $2,310,971 |
| Vested vs Unvested | Vested RSUs count toward ownership; settlement deferred; unvested as above |
| Hedging/Pledging | Prohibited; all employees and directors in compliance |
| Stock Ownership Guidelines (Feb 2025) | NEOs: 3x base salary; recognizes vested RSUs; 5-year compliance period |
| Compliance Status (as of Dec 31, 2024) | Directors and execs either compliant or within transition period |
2024 Option Exercises and Stock Vested:
| Metric | 2024 |
|---|---|
| RSUs Vested (#) | 16,720 |
| Value Realized on Vesting ($) | $460,559 |
| Note | Settlement of vested RSUs deferred per award terms |
Nonqualified Deferred Compensation (as of 2024):
| Component | Exec Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Supplemental Retirement Plan | $0 | $29,602 (2023 contribution) | $7,505 | $99,789 |
| Vested RSUs | $0 | $459,915 (equal to value realized on vesting) | $61,547 | $1,108,784 |
| Total | $0 | $489,517 | $69,052 | $1,208,573 |
Employment Terms
| Provision | Terms |
|---|---|
| Severance / Termination | Unvested RSUs vest upon death or termination without cause; optional vesting at “Retirement” (Comp Committee discretion) |
| Change-in-Control | No compensation/benefits solely due to change in control; RSU agreements do not accelerate vesting on change in control |
| Clawback | Adopted Nov 2023; recovery for “Big R” and “little r” restatements under Section 10D/NYSE rules |
| Insider Trading Policy | Amended Jan 2024; pre-clearance for Rule 10b5-1 plan adoption/amendment/termination and trades; formalized procedures |
| Anti-Hedging/Pledging | Short sales, options/derivatives, margin/pledging prohibited |
| Non-compete / Non-solicit | Not disclosed |
Performance & Track Record
Company performance (Dickman tenure includes 2021–2024):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| AFFO per share ($) | 1.94 | 2.08 | 2.14 | 2.25 | 2.34 |
| Net Earnings ($000s) | 69,388 | 62,860 | 90,043* | 60,151 | 71,064 |
| TSR ($ value of $100) | 88.78 | 108.99 | 121.71 | 111.13 | 122.07 |
| Peer TSR ($) | 90.53 | 119.33 | 101.64 | 109.09 | 123.10 |
*2022 net earnings included a $22.2M credit related to removal of environmental reserves .
Dividend and capital markets:
- Dividend increased 4.4% to $1.88 annualized; $1.82/share declared in 2024 .
- Raised ~$289.8M in 2024; extended WALT to 10.2 years; occupancy 99.7%; near-100% rent collection .
Say-on-Pay:
- Approved by at least 93% of votes cast in each of the last three years ; 2024 approval 95.76% .
Compensation Structure Analysis
- Mix skewed toward equity via time-vested RSUs with long settlement deferral, reinforcing retention and alignment; no stock options granted to NEOs, reducing risk of option repricing concerns .
- Annual bonus is discretionary (no disclosed weightings/targets), enabling Committee judgment but limiting explicit pay-for-performance transparency; key measures include AFFO/share, leverage (Net Debt/EBITDA), base rent, portfolio diversification .
- Ownership guidelines adopted (3x salary for NEOs; vested RSUs count), anti-hedging/pledging and clawback policies strengthen alignment and governance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; full compliance noted (mitigates alignment risk) .
- No CIC acceleration of RSUs; termination without cause triggers vesting (retention balance) .
- Discretionary bonus structure without disclosed targets/weightings (lower transparency), though say-on-pay support is strong .
- 10b5-1 plan pre-clearance and insider trading controls in place (trading governance) .
Investment Implications
- Alignment: Significant unvested RSUs (~$2.31M) vesting over 5 years with 10-year settlement deferral reduces near-term selling pressure and supports retention; ownership guidelines (3x salary) and anti-pledging further align incentives .
- Performance linkage: Committee considers AFFO/share and balance sheet quality; CFO delivered capital markets execution and maintained investment-grade profile—supportive for dividend durability and accretive growth .
- Governance/trading signals: Strong say-on-pay support and robust clawback/insider policies lower governance risk; monitor Form 4s around annual RSU vesting dates and any 10b5-1 plan adoptions/amendments (pre-clearance required) for potential liquidity events .
- Risk: Discretionary incentive structure lacks disclosed quantitative targets/weightings; no CIC benefits may reduce retention in event-driven scenarios, but broad RSU vesting on termination without cause provides baseline protection .