Philip E. Coviello Jr.
About Philip E. Coviello Jr.
Independent director of Getty Realty Corp. (GTY), age 81, serving on the Board since 1996; Chair of the Audit Committee since 2000, member of the Compensation Committee since 2007, and member of the Nominating/Corporate Governance Committee since 1999 . Former partner at Latham & Watkins LLP until his retirement effective December 31, 2003; holds an A.B. from Princeton University, an LL.B. from Columbia Law School, and an M.B.A. from Columbia Business School . The Board has affirmatively determined he is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham & Watkins LLP | Partner | Until Dec 31, 2003 | Corporate and securities law counsel to boards and senior management (M&A, offerings, governance, compliance) |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kimco Realty Corporation | Director | Since 2008 | Audit Committee; Nominating/Corporate Governance Committee |
Interlocks: GTY director Milton Cooper is Executive Chairman at Kimco through May 2025 (transitioning to Chairman Emeritus), creating a governance network link between GTY and Kimco .
Board Governance
- Committee leadership and service: Audit Committee Chair; Compensation Committee member; Nominating/Corporate Governance Committee member .
- Independence: NYSE “independent” status affirmed by the Board .
- Attendance and engagement: Board held five meetings in 2024; he attended all Board and applicable committee meetings; Audit met four times, Nominating met two times, Compensation met two times .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Risk oversight scope: As Audit Chair, oversees enterprise risk, including cybersecurity, data protection, climate-related financial statement risks, and the Audit Committee charter expanded in Feb 2025 to explicitly include generative AI (GenAI) risk oversight .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual Director Cash Fee | $40,000 |
| Audit Committee Chair Fee | $20,000 |
| Compensation Committee Member Fee | $5,000 |
| Nominating/Corporate Governance Committee Member Fee | $5,000 |
| Total Cash Fees (2024) | $70,000 |
GTY reimburses reasonable travel and related expenses for Company business .
Performance Compensation
| Award | Grant Date | Units/Structure | Fair Value | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|---|
| RSUs (annual director grant) | March 2024 | 7,000 RSUs | $185,850 | 5-year ratable vesting | Earlier of 10th anniversary or termination of Board service | Paid with RSUs |
- RSU grant size for non-employee directors was unchanged year-over-year (7,000 in 2023 and 2024) .
- GTY does not grant stock options to directors; equity is exclusively RSUs .
Other Directorships & Interlocks
| Company | Relationship to GTY | Potential Conflict Considerations |
|---|---|---|
| Kimco Realty Corporation | Two GTY directors have Kimco roles (Coviello – Director; Cooper – Executive Chairman/Chairman Emeritus) | Board independence affirmed; GTY imposes over-boarding limits and Audit Committee service constraints; no related-party transactions described in the biography/governance sections reviewed |
Expertise & Qualifications
- Audit Committee Financial Expert; strong accounting oversight and risk oversight credentials .
- REIT/real estate experience; capital markets and legal/compliance oversight .
- Long-tenured audit chair with deep governance and regulatory knowledge .
Equity Ownership
| Metric | Dec 31, 2024 | Feb 26, 2025 |
|---|---|---|
| Beneficially Owned Shares | — | 100,652 (includes vested RSUs and trust holdings) |
| Approximate Percent of Class | — | <1% (GTY table indicator “*”) |
| Vested RSUs Outstanding | 44,500 | 46,500 |
| Unvested RSUs Outstanding | 21,000 | — |
| Trust Interests | — | 942 shares in a testamentary trust; co-trustee |
- Stock ownership policy (adopted Feb 2025): non-employee directors must own Company equity (including vested RSUs) equal to at least five times the cash portion of annual director compensation within five years; as of Dec 31, 2024, all directors were compliant or within the transition period .
- Anti-hedging and anti-pledging: GTY prohibits hedging and pledging of Company stock by directors .
Insider Trades
| Date | Type | Shares | Price | Note |
|---|---|---|---|---|
| Mar 3, 2025 (filed Mar 5, 2025) | Settlement of fully-vested RSUs for cash per 2015 RSU Agreement | — | — | Form 4 indicates cash settlement of RSUs per plan terms |
| May 6, 2024 (filed May 8, 2024) | Gift to Charitable Foundation from a Charitable Remainder Trust | 25,983 | $27.76 | Trust gift reported on Form 4; indirect ownership via CRT |
GTY requires pre-clearance of adoption/amendment/termination of any Rule 10b5-1 trading plan by insiders; policy updated January 2024 .
Governance Assessment
- Strengths:
- Independent status, long-standing Audit Chair role, full meeting attendance, and robust risk oversight mandate (cybersecurity, data protection, climate, GenAI) support board effectiveness .
- Director pay structure is majority equity (RSUs with long vesting/settlement), aligning with long-term shareholder interests; 2024 compensation comprised $70,000 cash vs $185,850 equity for Coviello .
- Ownership guidelines, clawback policy, and anti-hedging/anti-pledging enhance alignment and discipline .
- Watchpoints / potential conflicts:
- Board interlock with Kimco via Coviello (Director) and Cooper (Executive Chairman/Chairman Emeritus); GTY’s independence determination and over-boarding/Audit Committee service limits mitigate risk; none of the Audit members exceeded limits in 2024 .
- Charitable gift transactions and RSU cash settlements appear routine and policy-consistent; no red flags indicated in filings reviewed .
Overall, Coviello’s audit leadership, attendance, and equity-oriented compensation structure are positive signals for investor confidence; the Kimco interlock warrants continued monitoring but is buffered by GTY’s independence and governance policies .