Mark J. Olear
About Mark J. Olear
Mark J. Olear (age 60) serves as Executive Vice President, Chief Investment Officer (since May 2014) and Chief Operating Officer (since May 2015) at Getty Realty. He holds a B.A. in Business Administration from Upsala College and brings 30+ years of real estate acquisitions, development and construction experience, including senior roles at Home Depot and TD Bank . Under the leadership team that includes Olear, Getty delivered 2024 AFFO of $130.8M ($2.34/share) vs. $115.8M ($2.25/share) in 2023 and raised its dividend ~4.6% per share, while investing $209.0M and maintaining investment grade metrics (Fitch BBB-, 5.2x net debt/EBITDA, 3.8x FCCR) . Investors have consistently supported pay practices: say‑on‑pay in 2025 received 42,866,791 “for” vs. 1,757,487 “against” votes , and 2024 say‑on‑pay passed with 95.76% approval .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Home Depot | Senior Director – Real Estate | Prior to May 2014 | Senior leadership in real estate for a national retailer; foundational experience in acquisitions/development |
| TD Bank | Senior Vice President – Real Estate | Prior to May 2014 | Led bank real estate strategy; large-scale site and portfolio decisioning |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Springpoint Senior Living | Board of Trustees – Member | Not disclosed | External governance role in senior living; complements real estate domain expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 457,308 | 474,615 | 497,539 |
| Cash Bonus ($) | 310,000 | 328,600 | 340,000 |
| All Other Compensation ($) | 56,872 | 58,872 | 61,272 |
All Other Compensation detail (2024):
- Profit sharing $5,214; 401(k) match $10,350; Supplemental Retirement Plan $34,836; Life insurance $1,872; Perquisites (auto allowance) $9,000; Total $61,272 .
Performance Compensation
- Program design: No formal annual formula with preset metrics or weightings. Annual cash bonuses are discretionary, based on Company results and individual contributions. In 2024 the Compensation Committee did not use a compensation consultant or benchmark to a peer group; it approved discretionary cash bonuses including $340,000 for Olear in Feb 2025 for 2024 performance .
- Long-term incentives: Time-based RSUs (with dividend equivalents) vest ratably over five years from the first anniversary of grant; settlement typically occurs at the earlier of 10 years from grant (or 10 years after first vest date for certain 2016–2018 awards) or termination. Awards may accelerate on death or termination without cause; optional retirement vesting is at committee discretion .
Equity grants and vesting (2024 and recent):
| Grant | Instrument | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| 3/1/2024 | RSUs | 30,000 units; $796,500 grant-date fair value | 20% annually starting 3/1/2025 (five-year ratable) | Dividend equivalents; settlement generally at 10 years |
| 12/12/2024 | Common shares | 20 shares; $644 value | Fully vested on grant | Holiday employee grant program |
| Feb 2025 (approved) | RSUs | 31,750 units (planned grant) | Standard five-year ratable vesting per program | Granted based on role and 2024 performance |
2024 realized vesting:
- Shares vested: 22,050; Value realized on vesting: $585,541 (value flows into nonqualified deferred compensation as “Registrant Contributions”) .
Annual compensation mix (select elements):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant-Date Fair Value, $) | 698,190 | 952,000 | 797,144 |
Equity Ownership & Alignment
Beneficial ownership and alignment:
- Total beneficial ownership: 119,000 shares; includes 118,800 vested RSUs; <1% of shares outstanding .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging by executives and directors; all are in compliance (no pledged shares) .
- Ownership guidelines: NEOs must own ≥3x base salary in Company equity (vested RSUs count); all execs and directors either compliant or within the transition period as of 12/31/24 .
- Options: Company does not grant stock options or SARs to NEOs; none outstanding .
Outstanding unvested RSUs at 12/31/2024 (market values reflect $30.13/share):
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 3/1/2024 | 30,000 | 903,900 |
| 3/1/2023 | 22,400 | 674,912 |
| 3/1/2022 | 15,300 | 460,989 |
| 3/1/2021 | 8,700 | 262,131 |
| 3/2/2020 | 3,680 | 110,878 |
Nonqualified deferred compensation (2024 year-end):
| Plan | Registrant Contributions in Last FY ($) | Aggregate Balance at 12/31/2024 ($) |
|---|---|---|
| Supplemental Retirement Plan | 33,102 | 462,818 |
| Vested RSUs (deferred settlement) | 584,897 | 3,060,304 |
| Total | 617,999 | 3,523,122 |
Insider selling pressure assessment:
- RSUs vest annually, but settlement is deferred (generally 10 years), which tempers near‑term selling pressure despite annual vesting; 2024 vesting value ($585,541) was contributed to deferred comp, not immediately distributed .
- Note: The settlement on May 14, 2024 of 5,000 RSUs granted to Olear was disclosed by footnote on his Form 4 filed March 5, 2025 (administrative timing noted) .
Employment Terms
- Termination without cause/death: Unvested RSUs vest; at 12/31/2024 Olear’s accelerated RSUs would be valued at $2,412,810 using $30.13/share .
- Change in control: No compensation or benefits solely due to change in control; RSU agreements do not provide for CoC vesting acceleration (i.e., no single‑trigger or double‑trigger benefit embedded in RSUs) .
- Retirement: Optional vesting on “Retirement” may be approved at the Compensation Committee’s discretion .
- Employment agreement, severance multiples, non‑compete/non‑solicit, garden leave: Not disclosed in the proxy .
Governance safeguards:
- Clawback policy (adopted Nov 2023) applies to Section 16 officers; recovery triggered by both “Big R” and “little r” restatements .
- Insider trading policy (Jan 2024) requires pre‑clearance for 10b5‑1 plans and formalized pre‑clearance procedures .
Performance & Track Record (Selected)
| 2024 Highlights (Company-level) | Detail |
|---|---|
| AFFO and capital returns | AFFO $130.8M ($2.34/share) vs. $115.8M ($2.25/share) in 2023; dividend increased ~4.6% per share to $1.88 annualized |
| Investment program | $209.0M invested; portfolio diversification across car wash, auto service, convenience stores, QSR; 8 new tenants; expanded markets |
| Credit and capital access | ~ $290M raised (follow-on, ATM forward, $125M private notes); Fitch BBB‑, 5.2x net debt/EBITDA, 3.8x FCCR |
2024 individual contributions for Olear:
- Led sourcing/underwriting of >$5.5B in potential transactions, prioritized diversification; executed $209.0M of investments; drove redevelopment program (one project completed; four new leases signed); managed 31 property dispositions (~$13.1M proceeds); oversaw significant reduction in reported environmental liability .
Say‑on‑Pay & Shareholder Feedback
- 2025 say‑on‑pay vote results: 42,866,791 for; 1,757,487 against; 200,589 abstain; 4,056,449 broker non‑votes .
- Historical support: Program approved each year; 2024 say‑on‑pay passed with 95.76% approval .
Compensation Structure Analysis
- Mix and risk: Heavy reliance on time‑based RSUs with five‑year vesting and 10‑year settlement promotes retention and long‑term alignment; absence of options removes repricing risk; dividend equivalents enhance holding incentives .
- Variable pay methodology: Annual cash bonus is discretionary (no published metric weightings or targets); Committee did not use a consultant or peer benchmarking in 2024, relying on subjective assessment of Company and individual performance .
- Ownership alignment: Anti‑hedging/anti‑pledging in force; NEO 3x salary ownership guideline (vested RSUs count) with compliance/transition status reported as of year‑end .
Investment Implications
- Alignment and retention: The five‑year vesting and 10‑year settlement meaningfully reduce near‑term selling pressure and create multi‑year retention hooks; anti‑hedging/anti‑pledging and ownership guidelines add alignment safeguards .
- Pay‑for‑performance transparency: Lack of disclosed formulaic annual metrics/weightings may limit visibility into pay‑for‑performance calibration, but strong shareholder support and tangible operating outcomes (AFFO growth, dividend increases, diversified investments) mitigate concern .
- Change‑of‑control economics: No CoC acceleration or payouts in RSUs reduces event‑driven windfall risk, though termination without cause would accelerate unvested RSUs (valued at ~$2.41M at 12/31/24), representing potential severance‑adjacent equity exposure if leadership turnover occurs .
- Trading signals: Significant annual vesting (22,050 shares in 2024; $585,541 value), but deferred settlement reduces immediate sell flow; monitor occasional settlements (e.g., 5/14/2024) for timing around windows and potential liquidity events .