GETTY REALTY REIT CORP (GTY)
Sector: Real Estate
2026 Annual Meeting Analysis
GETTY REALTY REIT CORP · Meeting: April 21, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Item No. 1 on the Proxy Card)
CEO and director since 2016 with deep REIT and capital markets expertise; Getty's 3-year price return of +17.6% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +3.0 percentage points, well below the 50-point underperformance threshold needed to trigger a No vote; no overboarding, attendance, or independence concerns.
Nationally recognized REIT industry leader with decades of relevant experience; no TSR underperformance trigger fires (Getty outperforms ^FNER by +3.0pp); retired from Kimco's board in May 2025 so no current overboarding concern; 100% meeting attendance in 2025.
Director since 1996 with extensive corporate and securities law background; serves on Getty and Kimco boards (two total public boards, within the three-board limit adopted in February 2026); no TSR trigger, full meeting attendance, and audit committee financial expert designation confirmed.
Appointed July 2021 with strong REIT capital markets and investor relations expertise; joined more than 24 months ago but the TSR trigger does not apply given Getty outperforms ^FNER; 100% meeting attendance and serves as Chair of the Nominating/Corporate Governance Committee.
Director since October 2018 with over 30 years of investment banking and financial expertise; designated audit committee financial expert; no TSR underperformance trigger (Getty leads ^FNER by +3.0pp); 100% meeting attendance and serves as Chair of the Audit Committee.
Independent Chairman since April 2021 with deep knowledge of Getty's business history dating to 1998; no TSR underperformance trigger applies; serves only on Getty's board (one public company seat); 100% meeting attendance in 2025.
All six director nominees receive a FOR recommendation. Getty's 3-year price return of +17.6% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by approximately +3.0 percentage points, far short of the 50-point gap required to trigger a No vote under the low-positive-TSR band. No director is overboarded, attendance was 100% for all nominees in 2025, the board is 83% independent, all committee members are independent, and no familial or other disqualifying relationships are disclosed.
Say on Pay
✓ FORCEO
Christopher J. Constant
Total Comp
$3,163,755
Prior Support
95.63%%
CEO Christopher J. Constant received total compensation of approximately $3.16 million in 2025, which is within a reasonable range for the chief executive of a $2 billion specialty net-lease REIT given his tenure and the company's strong operating results (AFFO per share grew 3.8%, dividends rose for the 12th consecutive year). The majority of his pay is variable — roughly 80% comes from discretionary cash bonus and equity awards rather than fixed salary — which meets the policy's requirement that at least 50-60% of senior executive pay be performance-linked. Prior say-on-pay support was 95.63% in 2025, and the company's stock outperformed the ^FNER (FTSE NAREIT All Equity REITs Index) over both the past one year (+12.5pp) and three years (+3.0pp), confirming that incentive pay is aligned with shareholder outcomes. A meaningful clawback policy adopted in November 2023 and a stock ownership policy adopted in February 2025 further support a FOR recommendation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a $2 billion market-cap REIT. The proxy does not disclose auditor fee data or PwC's tenure in the sections provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire and the default vote is FOR. No material financial restatements are disclosed.
Overall Assessment
Getty Realty's 2026 annual meeting presents a clean, three-proposal ballot with no stockholder proposals. All six director nominees, the say-on-pay vote, and auditor ratification receive FOR recommendations, supported by above-benchmark total shareholder returns, strong shareholder endorsement of pay practices at 95%+, a majority-variable executive pay structure, robust governance practices, and no material compensation, independence, or audit concerns.