Sector: Real Estate
ESSENTIAL PROPERTIES REALTY TRUST · Meeting: May 11, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors
No overboarding, no attendance issues, strong financial and real estate credit experience, and EPRT's 3-year TSR of +46.1% outperforms its peer group median by +19.1 percentage points, well below the 65-point threshold required to trigger an against vote.
Holds 2 outside public board seats (below the 4-seat limit for non-executives), has deep REIT financial expertise as former CFO of Welltower, no attendance issues, and TSR outperformance versus peers does not trigger any negative vote threshold.
CEO and founder with extensive net-lease experience; as an executive director he is subject to the same TSR trigger as other directors, but EPRT's +19.1 percentage point outperformance versus the peer group median is well within the 65-point threshold for a company with strong positive returns, so no trigger fires.
Holds no other public company board seats, brings relevant financial and operational experience including CPA background and former CFO tenure, strong attendance, and TSR performance does not trigger any negative threshold.
Holds no other public company board seats, brings relevant operational experience as CEO of a quick-service restaurant franchise whose tenants mirror EPRT's portfolio, strong attendance, and no TSR trigger applies.
Holds no current public company board seats, brings broad investment and board governance experience, strong attendance, and TSR outperformance versus peers does not trigger any negative vote threshold.
Holds 1 other public company board seat (Hurco Companies), chairs the Audit Committee with appropriate legal and investment expertise, strong attendance, and no TSR trigger applies.
Joined the board in July 2025, well within the 24-month new-director exemption from the TSR trigger, and brings strong audit and accounting expertise as a retired PwC partner and CPA, making her highly qualified for the Audit Committee.
All eight directors receive a FOR vote. EPRT's 3-year total shareholder return of +46.1% outperforms the company-disclosed peer group median by +19.1 percentage points, which is well below the 65-point underperformance threshold that would apply given the company's strong positive absolute returns — so no TSR trigger fires for any director. No director is overboarded, all attended at least 75% of meetings, the board is well-qualified, and no independence or familial relationship concerns are present. Ms. Smallwood, elected in July 2025, is exempt from the TSR trigger under the 24-month new-director rule.
CEO
Peter M. Mavoides
Total Comp
$9,634
Prior Support
95%%
CEO total compensation of approximately $9.6 million is reasonable for the leader of a $6.4 billion market cap net-lease REIT that delivered record investment volume, 25% net income growth, and 22% AFFO growth in 2025. The pay structure is strongly performance-oriented — approximately 87% of the CEO's target compensation is variable or at-risk, including performance stock awards tied to 3-year relative total shareholder return versus a defined peer group and a cash bonus tied to pre-established financial metrics (AFFO per share and leverage ratio) — well exceeding the policy's 50-60% variable pay requirement. EPRT's 3-year total shareholder return of +46.1% meaningfully outperforms the peer group median of +27.0%, meaning above-benchmark incentive pay is justified by shareholder outcomes, and the company received 95% support on last year's say-on-pay vote, reflecting broad shareholder approval of the program's structure.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,106,000
Non-Audit Fees
$449,000
Tax fees (the only non-audit fees) were $449,000 versus audit fees of $1,106,000, giving a non-audit ratio of approximately 41% — well below the 50% threshold that would raise independence concerns. No material restatements are disclosed, and Grant Thornton is a large national firm appropriate for a $6.4 billion market cap REIT. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger does not fire under policy. All checks pass and ratification is warranted.
The 2026 EPRT annual meeting ballot is straightforward and shareholder-friendly across all proposals. EPRT has delivered strong 3-year total shareholder returns that outperform its peer group, the executive compensation program is heavily performance-linked with 95% prior-year shareholder support, the auditor fee ratio is well within acceptable bounds, and the director slate is well-qualified with no governance red flags — resulting in FOR votes across the entire ballot.
12 companies disclosed in 2026 proxy filing
