Joshua Dicker
About Joshua Dicker
Joshua Dicker, age 64, is Executive Vice President, General Counsel and Secretary at Getty Realty Corp. (GTY). He joined Getty in February 2008, became Vice President in February 2009, Senior Vice President in May 2012, and Executive Vice President in February 2017, serving in his current executive role for ~8 years and at the company for ~17 years as of the 2025 proxy . Education: B.A. (SUNY Albany), JD magna cum laude (New York Law School), LL.M. (NYU School of Law) . Company performance context: total shareholder return (TSR) improved to $122.07 value of $100 in 2024 (vs. $88.78 in 2020), AFFO per share rose to $2.34 in 2024 (vs. $1.94 in 2020), and net income was $71.1 million in 2024, with AFFO per share cited as the most significant measure for NEO compensation evaluation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Getty Realty Corp. | Executive Vice President, General Counsel & Secretary | Feb 2017–present | Leads legal compliance/regulatory programs; transaction structuring; litigation management; corporate governance and SEC/NYSE compliance; insurance/risk management; lease compliance and enforcement |
| Getty Realty Corp. | Senior Vice President | May 2012–Feb 2017 | Expanded legal leadership across investment documentation and governance processes |
| Getty Realty Corp. | Vice President | Feb 2009–May 2012 | Advanced legal operations and oversight functions |
| Getty Realty Corp. | General Counsel & Secretary | Feb 2008–present | Chief legal officer responsibilities; corporate secretary functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arent Fox LLP (NYC) | Partner | Pre-2008 | Corporate and transactional law specialization |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 422,308 | 439,615 | 461,260 |
| Cash Bonus ($) | 310,000 | 328,600 | 340,000 |
| All Other Compensation ($) | 53,372 | 55,372 | 57,597 |
| Total Compensation ($) | 1,483,870 | 1,775,587 | 1,656,001 |
Notes:
- “All Other Compensation” includes retirement plan contributions, supplemental retirement plan contributions, life insurance premiums, and perquisites (automobile allowances) .
- 2025 base salaries for NEOs were increased by ~2.7% from 2024 levels (context for ownership multiple calculations) .
Performance Compensation
Annual Cash Bonus (Discretionary)
| Attribute | 2024 |
|---|---|
| Structure | Discretionary annual cash bonus; no formal metric weighting; based on Company and individual performance and scope/responsibilities |
| Actual Payout ($) | 340,000 |
| Performance Considerations (examples) | Legal/regulatory program leadership; transaction structuring; litigation and governance oversight; insurance/risk management; lease compliance policies |
| Vesting | Cash; not subject to vesting |
RSU Awards (Time-based)
| Grant Date | Units | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|
| 3/2/2020 | 3,680 | Ratable over 5 years, from 1st anniversary | Earlier of 10 years after grant (or 10 years after first vesting date for 2016–2018 awards) or termination of employment; committee discretion for cash or shares | Paid on RSUs when dividends are declared |
| 3/1/2021 | 8,700 | Same as above | Same as above | Same as above |
| 3/1/2022 | 15,300 | Same as above | Same as above | Same as above |
| 3/1/2023 | 22,400 | Same as above | Same as above | Same as above |
| 3/1/2024 | 30,000 | Same as above | Same as above | Same as above |
| Feb 2025 (approved) | 31,750 | Five-year vest; annual equity program | Ten-year settlement structure | Includes dividend equivalents |
Vesting realized in 2024:
- Shares vested: 22,050; Value realized: $585,541 (includes RSU vesting and fully vested holiday shares valued at closing prices on vest/grant dates; vested RSUs deferred for settlement per award terms) .
Equity Ownership & Alignment
| Measure | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 104,361 (as of 3/6/2024) | 121,611 (as of 2/26/2025) |
| Percent of Class | * (less than 1%) | * (less than 1%) |
| Vested RSUs included | — | 121,300 vested RSUs included in total |
| Outstanding Unvested RSUs (select grants) | 3/1/24: 30,000; 3/1/23: 22,400; 3/1/22: 15,300; 3/1/21: 8,700; 3/2/20: 3,680 | Continued vesting per five-year schedule |
| Stock Ownership Policy | NEOs must hold equity (including vested RSUs) valued at ≥3× base salary within 5 years of becoming subject; as of 12/31/2024, all directors/NEOs were compliant or within transition period | |
| Anti-Hedging/Pledging | Hedging and pledging of Company stock prohibited for executive officers and directors |
Alignment implications:
- Five-year vesting plus ten-year settlement materially extend holding periods and reduce near-term selling pressure, reinforcing long-term alignment with stockholders .
- Ownership guidelines and the inclusion of vested RSUs toward thresholds improve compliance feasibility while maintaining alignment .
Employment Terms
| Provision | Detail |
|---|---|
| Severance/Termination (RSUs) | Upon death or termination without cause, unvested RSUs vest; estimated value for Dicker upon termination without cause: $2,412,810 (at $30.13 closing price on 12/31/2024) |
| Retirement (optional vesting) | Unvested RSUs may vest at Compensation Committee’s discretion upon “Retirement” (as defined in award agreements) |
| Change-in-Control | No compensation or benefits solely on change-in-control; RSU awards do not accelerate on change-in-control |
| Clawback | Adopted Nov 2023; applies to Section 16 officers; recovery triggered by both “Big R” and “little r” restatements under SEC/NYSE rules |
| Insider Trading Policy | Amended Jan 2024; requires pre-clearance for Rule 10b5-1 plans and transactions by insiders |
Company Performance Context (for Pay-Performance Analysis)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment ($) | 88.78 | 108.99 | 121.71 | 111.13 | 122.07 |
| Peer Group TSR – Value of $100 ($) | 90.53 | 119.33 | 101.64 | 109.09 | 123.10 |
| Net Income ($ thousands) | 69,388 | 62,860 | 90,043 | 60,151 | 71,064 |
| AFFO per share ($) | 1.94 | 2.08 | 2.14 | 2.25 | 2.34 |
Key performance measures considered for NEO compensation (no explicit weights): AFFO per share; Net Debt/EBITDA; Annual Base Rent; Portfolio Diversification .
Governance, Policies, and Shareholder Feedback
- Anti-hedging/anti-pledging policy: prohibits executive and director hedging/pledging of Company stock .
- Stock ownership policy: adopted Feb 2025; CEO 5× base salary; NEOs 3×; Directors 5× cash portion of annual director compensation; recognizes vested RSUs; compliance/transition status noted as of 12/31/2024 .
- Say-on-Pay approvals: 95.38% approval in 2023 proxy; 95.76% approval in 2024 proxy; at least 93% approval in each of the last three years per 2025 proxy highlights .
Investment Implications
- Alignment and retention: Time-based RSUs vest over five years and settle over ten years (or at termination), materially deferring realizable value and reducing immediate selling pressure, which supports retention and long-term alignment; anti-hedging/pledging and ownership multiples further strengthen alignment .
- Pay-for-performance structure: Annual cash bonuses are discretionary with qualitative performance considerations and no formal weighting, and equity awards are time-based RSUs (no PSUs); while AFFO per share and other REIT measures are acknowledged as key, the absence of explicit metric weighting/PSU structures may reduce direct pay-performance tightness versus peers that use PSUs .
- Change-in-control risk: No CIC-only benefits and no RSU acceleration on CIC reduce windfall risk; termination without cause/death provisions accelerate unvested RSUs, creating meaningful termination event value ($2.41M for Dicker at 12/31/2024 prices), which is a retention lever but also a potential cost consideration .
- Shareholder support: Consistently high Say-on-Pay approvals (>93% in recent years) suggest investor acceptance of compensation practices, which lowers governance controversy risk but does not substitute for ongoing scrutiny of discretionary elements and RSU concentration .
Overall, Dicker’s compensation is primarily salary + discretionary cash bonus + time-based RSUs with long deferral, supported by strict anti-hedging/pledging and ownership policies. The program emphasizes long-term equity accumulation and retention; investors should monitor RSU grant sizing, realized vesting values, and any shifts toward performance-conditioned equity to gauge evolving pay-performance alignment .