Mary Lou Malanoski
About Mary Lou Malanoski
Mary Lou Malanoski, 68, has served as an independent director of Getty Realty (GTY) since October 2018; she is a member of the Audit Committee (since October 2018) and Chair of the Nominating/Corporate Governance Committee (since April 2021) . She is currently Chief Financial Officer of S2K Partners Co. LLC and previously held senior roles at Morgan Joseph TriArtisan (COO, Head of Banking, CFO), founded New Street Advisors and New Street Investments, and began her career as an investment banker at Drexel Burnham Lambert; she holds a B.A. from Rosemont College and an M.B.A. from Cornell’s Johnson School . The Board has affirmatively determined she is independent under NYSE rules, and she qualifies as an “audit committee financial expert” and is financially literate under SEC/NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Joseph TriArtisan | Chief Operating Officer; Head of Banking; Chief Financial Officer | Not disclosed | Senior operating/finance leadership in mid-market investment banking |
| New Street Advisors | Founder and Principal | Not disclosed | Boutique broker-dealer leadership |
| New Street Investments | Founder/Principal | Not disclosed | Non-control investments in private companies |
| New Street Capital | Senior team member | Not disclosed | Managed assets of reorganized Drexel Burnham Lambert |
| Drexel Burnham Lambert | Investment Banker | Not disclosed | Early career capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| S2K Partners Co. LLC | Chief Financial Officer | Current | Finance leadership; potential network benefits to GTY |
| Phibro Animal Health Corporation | Director | Current (dates not disclosed) | Additional public company board exposure |
| Morgan Joseph TriArtisan | Director | Nov 2005–Aug 2021 | Long board tenure at financial services firm |
Board Governance
- Committee assignments: Audit Committee member; Nominating/Corporate Governance Committee Chair .
- Independence and qualifications: The Board determined Ms. Malanoski is independent under NYSE standards; she is financially literate and an “audit committee financial expert” per SEC rules .
- Attendance and engagement: In 2024 the Board met five times and acted by unanimous written consent three times; each director (including Ms. Malanoski) attended all Board and relevant committee meetings, and attended the 2024 annual meeting .
- Committee activity levels: Audit Committee met four times in 2024; Nominating/Corporate Governance met two times .
- Risk oversight: Audit Committee charter includes oversight of information security, data protection, climate-related financial statement risks, and GenAI risk; Audit Committee recommended inclusion of 2024 audited financials in Form 10-K and noted no material weaknesses in ICFR per PwC and management .
- Executive sessions: Independent directors meet in executive session at least quarterly .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual director cash retainer | 40,000 | Paid quarterly; applies to all non-employee directors |
| Audit Committee member fee | 12,500 | Member fee (Chair receives $20,000) |
| Nominating/Corporate Governance Committee Chair fee | 7,500 | Chair fee (members receive $5,000) |
| Total cash fees earned | 60,000 | Reported "Fees Earned or Paid in Cash" for Ms. Malanoski |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Fair Value ($) | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|
| RSUs (time-based) | March 2024 | 7,000 | 185,850 | Ratably over 5 years starting first anniversary | Earlier of 10th anniversary of grant (or first vest date for certain years) or termination of service | Dividend equivalents; director awards under 2004 Plan; no options granted to directors |
| RSUs outstanding (12/31/2024) | N/A | 24,000 vested; 21,000 unvested | N/A | 7,000 vested in 2024 | Deferred settlement terms as above | Ms. Malanoski-specific RSU balances |
Directors’ equity is time-based; no disclosed performance-conditioned director awards (e.g., PSUs) or options .
Performance Metric Table (Directors)
| Metric | Used for Director Equity? | Source |
|---|---|---|
| TSR percentile | No | Director grants described as time-based RSUs only |
| AFFO growth / EBITDA / Revenue | No | Performance metrics disclosed apply to NEOs, not directors |
| ESG goals | No | Not disclosed for director pay |
Other Directorships & Interlocks
| Company | Sector/Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Phibro Animal Health Corporation | Public company | Director | No GTY-related transactions disclosed in proxy |
| Morgan Joseph TriArtisan | Financial services | Former Director | Independence determination found no relationship with Getty other than stockholder/director roles for independent directors |
Expertise & Qualifications
- 30+ years of Wall Street experience across investment banking, private investments, and operating finance roles; CFO of S2K Partners .
- Audit Committee Financial Expert; financially literate; skills include accounting oversight, risk oversight, capital markets, and M&A per Board matrix .
- Public company board experience; corporate governance/ethics competency; human resources/compensation practice exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Class | Vested RSUs | Unvested RSUs | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|---|
| Mary Lou Malanoski | 31,000 | Less than 1% | 24,000 | 21,000 | Prohibited; all employees/directors in full compliance with anti-hedging/anti-pledging policy | Non-employee directors must own equity (incl. vested RSUs) ≥ 5x cash portion of annual director compensation within five years; directors either compliant or within transition period |
Governance Assessment
- Board effectiveness: As Chair of Nominating/Corporate Governance and Audit Committee member, Malanoski is central to director recruitment/structure and financial oversight; qualifications as an audit committee financial expert strengthen risk oversight (including cybersecurity, climate, and GenAI), enhancing investor confidence .
- Independence/engagement: Clear independence determination and perfect 2024 attendance (Board and relevant committees) indicate strong engagement and low governance risk .
- Alignment: Director equity is long-dated and time-based with dividend equivalents; RSU settlement is deferred, and stock ownership policy codifies meaningful ownership targets for directors—positive alignment signals .
- Compensation mix: Balanced cash/equity (2024: $60,000 cash; $185,850 equity grant fair value) aligns with industry norms; absence of options or performance-conditioned director awards reduces risk of short-termism .
- Conflicts/related-party exposure: Proxy indicates no relationships with Getty for independent directors beyond stockholder/director status; anti-hedging/anti-pledging policy and compliance mitigate common red flags (pledging/derivative use) .
Overall Signal: Strong governance credentials (committee leadership, financial expertise, independence, attendance) and equity alignment policies; no disclosed conflicts or pledging. These factors support board effectiveness and investor confidence .