Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses GTY in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named GTY in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Christopher Constant | $643,125 | $565,000 | $1,875,808 | $0 | $0 | $0 | $79,822 | $3,163,755 |
| President and Chief Executive Officer | ||||||||
| Mark Olear | 514,125 | 355,000 | 992,438 | 0 | 0 | 0 | 62,622 | 1,924,185 |
| Executive Vice President, Chief Investment Officer and Chief Operating Officer | ||||||||
| Brian Dickman | 476,813 | 370,000 | 1,015,868 | 0 | 0 | 0 | 58,092 | 1,920,773 |
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
| Joshua Dicker | 476,813 | 355,000 | 992,438 | 0 | 0 | 0 | 58,872 | 1,883,123 |
| Executive Vice President, General Counsel and Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Christopher Constant | $3,163,755 | $2,621,239 | $2,796,476 | +542,516 |
| Mark Olear | 1,924,185 | 1,695,955 | 1,814,087 | +228,230 |
| Brian Dickman | 1,920,773 | 1,670,221 | 1,787,007 | +250,552 |
| Joshua Dicker | 1,883,123 | 1,656,001 | 1,775,587 | +227,122 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Howard B. Safenowitz | Director | 2026-05-13 | A | 616,031 | $0 | $0 | Common | Form 4 ↗ |
| Howard B. Safenowitz | Director | 2026-05-13 | D | 3,219 | 0 | 0 | Common | Form 4 ↗ |
| Howard B. Safenowitz | Director | 2026-05-13 | D | 3,119 | 0 | 0 | Common | Form 4 ↗ |
| Howard B. Safenowitz | Director | 2026-05-13 | A | 5,480 | 0 | 0 | Common | Form 4 ↗ |
| Howard B. Safenowitz | Director | 2026-05-13 | D | 1,848,092 | 0 | 0 | Common, indirect | Form 4 ↗ |
| Howard B. Safenowitz | Director | 2026-05-13 | D | 16,440 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Joshua Dicker | PSU | 2025-03-03 | — | 31,750 | — | 0 | $991,870 |
| Christopher Constant | PSU | 2025-03-03 | — | 60,000 | — | 0 | 1,874,400 |
| Mark Olear | PSU | 2025-03-03 | — | 31,750 | — | 0 | 991,870 |
| Brian Dickman | PSU | 2025-03-03 | — | 32,500 | — | 0 | 1,015,300 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Joshua Dicker | $0 | $991,870 | $0 | 100.0% |
| Christopher Constant | 0 | 1,874,400 | 0 | 100.0% |
| Mark Olear | 0 | 991,870 | 0 | 100.0% |
| Brian Dickman | 0 | 1,015,300 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christopher Constant | RSU | 16,000 | — | $437,920 |
| Christopher Constant | RSU | 6,000 | — | 164,220 |
| Mark Olear | RSU | 10,200 | — | 279,174 |
| Joshua Dicker | RSU | 4,350 | — | 119,060 |
| Mark Olear | RSU | 16,800 | — | 459,816 |
| Joshua Dicker | RSU | 24,000 | — | 656,880 |
| Brian Dickman | RSU | 16,800 | — | 459,816 |
| Brian Dickman | RSU | 24,000 | — | 656,880 |
| Mark Olear | RSU | 24,000 | — | 656,880 |
| Brian Dickman | RSU | 3,000 | — | 82,110 |
| Mark Olear | RSU | 4,350 | — | 119,060 |
| Brian Dickman | RSU | 32,500 | — | 889,525 |
| Christopher Constant | RSU | 60,000 | — | 1,642,200 |
| Joshua Dicker | RSU | 31,750 | — | 868,998 |
| Christopher Constant | RSU | 28,500 | — | 780,045 |
| Joshua Dicker | RSU | 16,800 | — | 459,816 |
| Joshua Dicker | RSU | 10,200 | — | 279,174 |
| Brian Dickman | RSU | 10,200 | — | 279,174 |
| Christopher Constant | RSU | 41,600 | — | 1,138,592 |
| Mark Olear | RSU | 31,750 | — | 868,998 |
Getty's compensation program for executive officers is designed to effectively manage aggregate annual compensation expense while providing a competitive total compensation package to encourage and motivate high performance, promote accountability, and retain executives. Compensation policies are designed to promote increased stockholder value by aligning the financial interests of executive officers with those of stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-21 | 46,146,635 | 1,839,438 | 101,465 | 96.17% | Passed |
| 2025 | 2025-04-22 | 42,866,791 | 1,757,487 | 200,589 | 96.06% | Passed |
| 2024 | 2024-04-25 | 43,163,841 | 1,833,803 | 77,491 | 95.92% | Passed |
| 2023 | 2023-04-25 | 35,885,943 | 1,630,676 | 106,875 | 95.65% | Passed |
| 2022 | 2022-04-26 | 35,120,708 | 2,444,043 | 107,727 | 93.49% | Passed |
| 2021 | 2021-04-27 | 33,198,977 | 1,802,342 | 73,062 | 94.85% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-21 | 96.17%a |
| 2025 | 2025-04-22 | 96.06%b |
| 2024 | 2024-04-25 | 95.92%c |
a. Approved under the standard stated in the filing — “■ For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.”.
b. Approved under the standard stated in the filing — “■ For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “■ For purposes of the advisory vote to approve the named executive officer compensation, abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 14 : 1 |
|---|---|
| CEO total compensation | $3,163,755 |
| Median employee compensation | $222,799 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Howard B. SafenowitzIndependent · Board Chair | $165,000 | $218,680 | $0 | — | $0 | $383,680 |
| Philip E. CovielloIndependent · Compensation (Chair) · Nominating/Corporate Governance · Audit · Partial-year service | 67,500 | 218,680 | 0 | — | 0 | 286,180 |
| Evelyn León InfurnaIndependent · Compensation · Nominating/Corporate Governance (Chair) · Audit | 63,750 | 218,680 | 0 | — | 0 | 282,430 |
| Mary Lou MalanoskiIndependent · Audit (Chair) · Nominating/Corporate Governance | 62,500 | 218,680 | 0 | — | 0 | 281,180 |
| Milton CooperIndependent · Compensation | 46,250 | 218,680 | 0 | — | 0 | 264,930 |
| Christopher J. ConstantEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $218,680 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 7,500 / 7,500 |
| Stock ownership guideline | 5x cash portion of annual director compensation (excluding committee retainers) |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $405,000 |
| Equity awards (grant-date value) | $1,093,400 |
| All other compensation | $0 |
| Total cost of the board | $1,498,400 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Getty Realty Corp. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Getty Realty Corp..
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Agree Realty Corporation | 2025 | Joel Agree | $921,808 | $6,923,608 | $0 | $3,053,253 | $10,957,876 |
| 2 | EPR Properties | 2025 | Gregory Silvers | 933,400 | 7,266,155 | 0 | 0 | 10,901,683 |
| 3 | Essential Properties Realty Trust | 2025 | Peter Mavoides | 800,000 | 6,853,000 | 0 | 1,950,000 | 9,634,000 |
| 4 | Four Corners Properties Trust | 2025 | William Lenehan | 724,605 | 3,705,794 | 0 | 0 | 5,701,486 |
| 5 | NETSTREIT Corp | 2025 | Mark Manheimer | 700,000 | 3,194,416 | 0 | 1,253,175 | 5,165,527 |
| 6 | Getty Realty Corp. | 2025 | Christopher Constant | 643,125 | 1,875,808 | 0 | 0 | 3,163,755 |
| 7 | One Liberty Properties | 2025 | Patrick Callan | 1,061,330 | 776,200 | 0 | 0 | 2,009,253 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Getty Realty Corp. | not disclosed | RSU 100 | not disclosed | not disclosed |
| Agree Realty Corporation | 329% | PSU 70 · RSU 30 | No | Meridian |
| EPR Properties | 276.2% | PSU 70 · RSU 30 | Yes — TSR vs. TSR of Triple-Net Peer Group | Ferguson Partners Consulting L.P. |
| Essential Properties Realty Trust | 163% | LTIP Units 100 | Yes — Relative TSR | Ferguson Partners Consulting L.P. |
| Four Corners Properties Trust | 125% | PSU 50 · RSU 50 | Yes — Absolute Total Stockholder Return (TSR) | Semler Brossy |
| NETSTREIT Corp | 179.0% | PSU 60 · RSU 40 | Yes — Absolute TSR | FPC and Farient |
| One Liberty Properties | not disclosed | RSU 100 | Yes — Total Stockholder Return (TSR) | Ferguson Partners Consulting L.P. |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Christopher Constant | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Summary Compensation Table” · page 46. As printed: 3,163,755. Filing ↗machine: r2 · c28 · span 750236–750245 |
| 2 | Section 01, Mark Olear | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Summary Compensation Table” · page 46. As printed: 1,924,185. Filing ↗machine: r5 · c28 · span 768475–768484 |
| 3 | Section 01, Brian Dickman | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Summary Compensation Table” · page 46. As printed: 1,920,773. Filing ↗machine: r8 · c28 · span 785835–785844 |
| 4 | Section 01, Joshua Dicker | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Summary Compensation Table” · page 46. As printed: 1,883,123. Filing ↗machine: r11 · c28 · span 803828–803837 |
| 5 | Section 03, Joshua Dicker PSU | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t188 · r10 · c31 · span 965321–965328 |
| 6 | Section 03, Christopher Constant PSU | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t188 · r3 · c31 · span 920612–920621 |
| 7 | Section 03, Mark Olear PSU | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t188 · r6 · c31 · span 939888–939895 |
| 8 | Section 03, Brian Dickman PSU | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t188 · r8 · c31 · span 952681–952690 |
| 9 | Section 07, pay ratio | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “CEO Pay Ratio”. As printed: 14 : 1. Filing ↗machine: span 1156275–1156282 |
| 10 | Section 08, Howard B. Safenowitz | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Director Compensation”. As printed: 383,680. Filing ↗machine: t206 · r6 · c22 · span 1200605–1200612 |
| 11 | Section 08, Philip E. Coviello | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Director Compensation”. As printed: 286,180. Filing ↗machine: t206 · r3 · c22 · span 1186328–1186335 |
| 12 | Section 08, Evelyn León Infurna | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Director Compensation”. As printed: 282,430. Filing ↗machine: t206 · r4 · c22 · span 1190892–1190899 |
| 13 | Section 08, Mary Lou Malanoski | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Director Compensation”. As printed: 281,180. Filing ↗machine: t206 · r5 · c22 · span 1196044–1196051 |
| 14 | Section 08, Milton Cooper | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Director Compensation”. As printed: 264,930. Filing ↗machine: t206 · r2 · c22 · span 1181176–1181183 |
| 15 | Section 08, Christopher J. Constant | DEF 14A | 2026-03-12 | 0001140361-26-009218 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 02, Howard B. Safenowitz 2026-05-13 | Form 4 | 2026-05-15 | 0001104659-26-062261 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Howard B. Safenowitz 2026-05-13 | Form 4 | 2026-06-04 | 0001104659-26-070546 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Howard B. Safenowitz 2026-05-13 | Form 4 | 2026-05-15 | 0001104659-26-062261 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Howard B. Safenowitz 2026-05-13 | Form 4 | 2026-05-15 | 0001104659-26-062261 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Howard B. Safenowitz 2026-05-13 | Form 4 | 2026-05-15 | 0001104659-26-062261 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Howard B. Safenowitz 2026-05-13 | Form 4 | 2026-05-15 | 0001104659-26-062261 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 06, 2026 vote | Form 8-K | 2026-04-27 | 0001193125-26-182196 | Item 5.07 · say-on-pay result. As reported: 96.17% (votes for as printed: 46,146,635). Filing ↗ |
| 23 | Section 06, 2025 vote | Form 8-K | 2025-04-24 | 0000950170-25-058114 | Item 5.07 · say-on-pay result. As reported: 96.06% (votes for as printed: 42,866,791). Filing ↗ |
| 24 | Section 06, 2024 vote | Form 8-K | 2024-05-01 | 0001193125-24-125838 | Item 5.07 · say-on-pay result. As reported: 95.92% (votes for as printed: 43,163,841). Filing ↗ |
| 25 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 26 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 27 | Section 09b board cost (computed) | Computed | — | computed | Cash 405,000 + equity 1,093,400 + all other 0 = 1,498,400, summed across the director compensation table rows.machine: formula: Σ = 1,498,400 |
| 28 | Agree Realty Corporation, Section 10b CEO total | DEF 14A | 2026-04-02 | 0000917251-26-000031 | CEO total compensation as printed in Agree Realty Corporation's own proxy. As printed: 10,957,876. Filing ↗machine: t90 · r2 · c21 · span 720296–720306 |
| 29 | EPR Properties, Section 10b CEO total | DEF 14A | 2026-03-26 | 0001045450-26-000016 | CEO total compensation as printed in EPR Properties's own proxy. As printed: 10,901,683. Filing ↗machine: r3 · c45 · span 794198–794208 |
| 30 | Essential Properties Realty Trust, Section 10b CEO total | DEF 14A | 2026-03-31 | 0001193125-26-134683 | CEO total compensation as printed in Essential Properties Realty Trust's own proxy. As printed: 9,634,000. Filing ↗ |
| 31 | Four Corners Properties Trust, Section 10b CEO total | DEF 14A | 2026-04-16 | 0001140361-26-015137 | CEO total compensation as printed in Four Corners Properties Trust's own proxy. As printed: 5,701,486. Filing ↗machine: r2 · c18 · span 641840–641849 |
| 32 | NETSTREIT Corp, Section 10b CEO total | DEF 14A | 2026-04-01 | 0001628280-26-022557 | CEO total compensation as printed in NETSTREIT Corp's own proxy. As printed: 5,165,527. Filing ↗machine: r2 · c13 · span 1458631–1458640 |
| 33 | Getty Realty Corp. (subject), Section 10b CEO total | DEF 14A | 2026-03-12 | 0001140361-26-009218 | CEO total compensation as printed in Getty Realty Corp.'s own proxy. As printed: 3,163,755. Filing ↗machine: r2 · c28 · span 750236–750245 |
| 34 | One Liberty Properties, Section 10b CEO total | DEF 14A | 2026-04-20 | 0001140361-26-015499 | CEO total compensation as printed in One Liberty Properties's own proxy. As printed: 2,009,253. Filing ↗machine: r2 · c18 · span 461230–461239 |
| 35 | Section 10a, Agree Realty Corporation reciprocity | DEF 14A | — | 0000917251-26-000031 | Agree Realty Corporation's most recent proxy was read; its disclosed peer group does not include Getty Realty Corp.. Filing ↗ |
| 36 | Section 10a, Four Corners Properties Trust reciprocity | DEF 14A | — | 0001140361-26-015137 | Four Corners Properties Trust names Getty Realty Corp. in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 37 | Section 10a, EPR Properties reciprocity | DEF 14A | — | 0001045450-26-000016 | EPR Properties's most recent proxy was read; its disclosed peer group does not include Getty Realty Corp.. Filing ↗ |
| 38 | Section 10a, NETSTREIT Corp reciprocity | DEF 14A | — | 0001628280-26-022557 | NETSTREIT Corp names Getty Realty Corp. in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 39 | Section 10a, Essential Properties Realty Trust reciprocity | DEF 14A | — | 0001193125-26-134683 | Essential Properties Realty Trust's most recent proxy was read; its disclosed peer group does not include Getty Realty Corp.. Filing ↗ |
| 40 | Section 10a, One Liberty Properties reciprocity | DEF 14A | — | 0001140361-26-015499 | One Liberty Properties names Getty Realty Corp. in its own disclosed peer group (read from its most recent proxy). Filing ↗ |