Christopher J. Constant
About Christopher J. Constant
Christopher J. Constant is President and Chief Executive Officer of Getty Realty Corp. (GTY) and has served as a director since January 1, 2016. He joined Getty in November 2010 and advanced through Treasurer (May 2012), Vice President (May 2013), Chief Financial Officer (December 2013), and President & CEO (January 1, 2016). He holds an A.B. from Princeton University and is 46 years old . Under his leadership in 2024, GTY grew AFFO per share to $2.34, increased its dividend rate to $1.88 per share, and delivered net earnings of $71.1 million; GTY’s total shareholder return (TSR) since 2019 reflects a value of $122.07 for a fixed $100 investment as of 2024, slightly ahead of a selected peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Getty Realty Corp. | President & CEO; Director | Since Jan 1, 2016 | Led diversification across convenience and automotive sectors; grew AFFO/share ~4%; increased dividend rate; active investor outreach |
| Getty Realty Corp. | Chief Financial Officer | Dec 2013–Dec 2015 | Corporate finance leadership; investor engagement |
| Getty Realty Corp. | Vice President | May 2013–Dec 2013 | Senior management responsibilities in finance/corporate development |
| Getty Realty Corp. | Treasurer | May 2012–May 2013 | Treasury oversight |
| Getty Realty Corp. | Director of Planning & Corporate Development | Nov 2010–May 2012 | Strategic planning, corporate development |
| Morgan Joseph & Co. Inc. | Vice President, Corporate Finance | Not disclosed | Investment banking experience; capital markets expertise relevant to REITs |
| ING Barings | Corporate Finance | Not disclosed | Early-career corporate finance foundation |
External Roles
No current public-company board roles or external committee positions are disclosed for Mr. Constant beyond GTY’s Board .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $559,135 | $589,904 | $621,923 |
| Cash Bonus | $485,000 | $516,500 | $540,000 |
| Stock Awards (RSUs, grant-date fair value) | $1,095,200 | $1,615,000 | $1,381,244 |
| All Other Compensation | $71,322 | $75,072 | $78,072 |
| Total Compensation | $2,210,657 | $2,796,476 | $2,621,239 |
| All Other Compensation Detail (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Profit Sharing | $4,630 | $4,998 | $5,214 |
| 401(k) Company Match | $9,150 | $9,900 | $10,350 |
| Supplemental Retirement Plan | $42,470 | $45,102 | $47,436 |
| Life Insurance | $1,872 | $1,872 | $1,872 |
| Perquisites (Automobile allowance) | $13,200 | $13,200 | $13,200 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout / Grant | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company/individual performance (AFFO/share, dividend growth, portfolio diversification, capital markets execution) | Discretionary (no formula) | Not disclosed | AFFO/share $2.34; dividend rate $1.88; investments $209.0M | $540,000 (paid Feb 2025) | N/A |
| Long-term Equity (2024) | RSUs (time-based) | N/A | N/A | 52,000 RSUs granted Mar 1, 2024 | Grant-date FV $1,380,600 | Vests ratably over 5 years; settlement at earlier of 10 years from grant or termination |
| Holiday Grant (2024) | Fully vested common shares | N/A | N/A | 20 shares (Dec 12, 2024) | $644 grant-date value | Fully vested |
| Long-term Equity (2025 awards approved) | RSUs (time-based) | N/A | N/A | 60,000 RSUs approved Feb 2025 | N/A | 5-year ratable vest; 10-year settlement |
| Pay-Versus-Performance Indicators | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (Value of $100 invested) | $88.78 | $108.99 | $121.71 | $111.13 | $122.07 |
| Net Income (USD thousands) | $69,388 | $62,860 | $90,043 (incl. $22.2M credit) | $60,151 | $71,064 |
| AFFO per share | $1.94 | $2.08 | $2.14 | $2.25 | $2.34 |
Notes: GTY identifies AFFO/share, Net Debt/EBITDA, Annual Base Rent, and Portfolio Diversification as key measures; bonus decisions are discretionary without fixed weightings or thresholds .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 173,532 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date) | 55,027,697 |
| Vested RSUs Included in Beneficial Ownership | 172,400 vested RSUs |
| Unvested RSUs (as of 12/31/2024) | 131,000 (52,000 2024; 38,000 2023; 24,000 2022; 12,000 2021; 5,000 2020) |
| RSU Vesting / Settlement | 20% annually over 5 years; settlement at earlier of 10 years from grant (or 10 years from first vest for 2016–2018 awards) or termination |
| Stock Ownership Guidelines | CEO must own equity (incl. vested RSUs) ≥ 5x base salary; compliance within 5 years |
| Compliance Status (12/31/2024) | All directors and referenced executives either compliant or within transition period |
| Hedging/Pledging | Prohibited for executives and directors (policy in place, full compliance) |
| Insider Trading Controls | 10b5-1 pre-clearance required; formalized pre-clearance procedures (Jan 2024 update) |
| Value Realized on Vesting (2024) | 33,020 shares; $876,794 (recorded as deferred RSU balance, not settled) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment in current role | President & CEO since Jan 1, 2016; director since Jan 1, 2016 |
| Severance / Termination | Unvested RSUs vest upon death or termination without cause; optional vesting upon “Retirement” subject to Committee discretion |
| Change-in-Control | No cash payments solely due to change-in-control; RSUs do not accelerate on change-in-control |
| Estimated RSU Value on Termination (WoC) | $3,947,030 for Mr. Constant (based on $30.13/share at 12/31/2024) |
| Clawback Policy | Adopted Nov 2023; recovery required for Big R and little r restatements for Section 16 officers |
| Anti-Hedging/Anti-Pledging | Prohibited; policy adopted Feb 2019 |
| Insider Trading Policy | Amended Jan 2024; 10b5-1 plan pre-clearance; pre-clearance for transactions |
Board Governance
- Role and Independence: Constant is the sole management director and is not independent under NYSE rules; the Chairman (Howard B. Safenowitz) and all Board committees are independent, providing separation between Board leadership and management .
- Committees: Compensation (Chair Milton Cooper), Audit (Chair Philip E. Coviello), Nominating/Corporate Governance (Chair Mary Lou Malanoski). Constant does not serve on Board committees .
- Attendance: In 2024, the Board held 5 meetings with unanimous attendance; independent directors meet in executive session at least quarterly, chaired by the independent Chairman .
- Director Compensation: Constant receives no separate Board pay; non-employee director fee structure disclosed; annual RSU grants to directors align interests .
Performance & Track Record
| Operational/Financial Highlights (2024) | Detail |
|---|---|
| Investment Activity | $209.0M across express car wash, auto service, convenience stores, QSR; eight new tenants; expanded metros (Austin, Charlotte, Houston, Richmond) |
| Portfolio Metrics | WALT increased to 10.2 years; occupancy 99.7%; near-100% rent collection; environmental liability reduced by $1.4M |
| Capital Markets | ~$290M raised (follow-on, ATM forward sales, $125M notes at 5.52%/5.70%); Fitch BBB- affirmed; 5.2x net debt/EBITDA; 3.8x fixed charge coverage |
| Earnings & Dividends | Net earnings $71.1M; AFFO/share $2.34; annualized dividend rate $1.88; 10th consecutive annual increase |
Compensation Committee Analysis
- Composition/Independence: All members independent; oversight of executive pay, RSU grants, SRP, clawback/anti-hedging/anti-pledging policies .
- Process: CEO recommends for other NEOs; Committee independently evaluates and sets pay; no consultant engaged in 2024; no formal peer benchmarking; heavy emphasis on AFFO/share and strategic execution indicators .
- Say-on-Pay Support: 95.76% approval in 2024; ≥93% in each of the last three years, indicating strong shareholder support .
Investment Implications
- Alignment: Strong long-term alignment via five-year RSU vesting and 10-year settlement defers liquidity and mitigates near-term selling pressure; anti-hedging/anti-pledging and ownership guidelines (5x salary) further reinforce alignment .
- Pay-for-Performance: While bonuses are discretionary, disclosed key measures (AFFO/share, diversification, leverage) align with REIT value drivers; consistent say-on-pay support reduces governance risk .
- Retention and Severance Risk: Absence of single-trigger CIC benefits and limited vesting acceleration (death/WoC termination, optional retirement) lowers change-of-control windfall risk; RSU settlement deferral supports retention but creates meaningful deferred comp balances ($4.86M total for Constant) .
- Trading Signals: 2024 vesting created $876,794 in value but remained deferred, limiting immediate selling; 2025 grant of 60,000 RSUs increases future vesting cadence—monitor Form 4s and any 10b5-1 plans given pre-clearance requirements .
- Governance: Independent Chairman and committee structure mitigate CEO-director dual-role concerns; robust clawback and insider trading controls reduce headline risk .