Document/ExhibitDescriptionPagesSize
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2: EX-21.1 Subsidiaries List HTML 38K
3: EX-22 Published Report re: Matters Submitted to a Vote HTML 35K
of Security Holders
4: EX-23.1 Consent of Expert or Counsel HTML 35K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
15: R1 Cover HTML 104K
16: R2 Audit Information HTML 42K
17: R3 Consolidated Balance Sheets HTML 166K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 60K
19: R5 Consolidated Statements of Operations HTML 141K
20: R6 Consolidated Statements of Comprehensive Income HTML 77K
21: R7 Consolidated Statements of Stockholders' Equity HTML 107K
22: R8 Consolidated Statements of Cash Flows HTML 180K
23: R9 Organization HTML 40K
24: R10 Summary of Significant Accounting Policies HTML 107K
25: R11 Investments HTML 304K
26: R12 Leases HTML 145K
27: R13 Long Term Debt HTML 141K
28: R14 Derivative and Hedging Activities HTML 120K
29: R15 Equity HTML 95K
30: R16 Non-controlling Interests HTML 40K
31: R17 Equity Based Compensation HTML 113K
32: R18 Net Income Per Share HTML 66K
33: R19 Commitments and Contingencies HTML 47K
34: R20 Fair Value Measurements HTML 94K
35: R21 Subsequent Events HTML 42K
36: R22 Schedule III - Real Estate and Accumulated HTML 68K
Depreciation
37: R23 Schedule IV - Mortgage Loans on Real Estate HTML 129K
38: R24 Pay vs Performance Disclosure HTML 48K
39: R25 Insider Trading Arrangements HTML 42K
40: R26 Summary of Significant Accounting Policies HTML 147K
(Policies)
41: R27 Summary of Significant Accounting Policies HTML 80K
(Tables)
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43: R29 Leases (Tables) HTML 103K
44: R30 Long Term Debt (Tables) HTML 128K
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46: R32 Equity (Tables) HTML 87K
47: R33 Equity Based Compensation (Tables) HTML 109K
48: R34 Net Income Per Share (Tables) HTML 64K
49: R35 Commitment and Contingencies (Tables) HTML 42K
50: R36 Fair Value Measurements (Tables) HTML 91K
51: R37 Summary of Significant Accounting Policies - HTML 83K
Additional Information (Details)
52: R38 Summary of Significant Accounting Policies - HTML 38K
Schedule of Depreciation on Real Estate Assets
(Details)
53: R39 Summary of Significant Accounting Policies - HTML 38K
Schedule of Provisions for Impairment of Long
Lived Assets (Details)
54: R40 Summary of Significant Accounting Policies - HTML 38K
Schedule of Contingent Rent (Details)
55: R41 Summary of Significant Accounting Policies - HTML 38K
Schedule of Adjustment to Rental Revenue for
Tenant Credit (Details)
56: R42 Summary of Significant Accounting Policies - HTML 45K
Schedule of Mortgage Loan-Related VIEs (Details)
57: R43 Investments - Schedule of Real Estate Investment HTML 43K
Portfolio (Details)
58: R44 Investments - Schedule of Real Estate Investment HTML 39K
Portfolio, Footnotes (Details)
59: R45 Investments - Schedule of Gross Investments HTML 45K
(Details)
60: R46 Investments - Schedule of Information about HTML 53K
Investment Activity (Details)
61: R47 Investments - Schedule of Information about HTML 41K
Investment Activity, Footnotes (Details)
62: R48 Investments - Additional Information (Details) HTML 75K
63: R49 Investments - Summary of Gross Investment Activity HTML 70K
(Details)
64: R50 Investments - Summary of Gross Investment HTML 45K
Activity, Footnotes (Details)
65: R51 Investments - Schedule of Loans Receivable HTML 125K
(Details)
66: R52 Investments - Scheduled of Principal Payments Due HTML 48K
under Loans Receivable (Details)
67: R53 Investments - Schedule of Direct Financing Lease HTML 44K
Receivables (Details)
68: R54 Investments - Scheduled Future Minimum HTML 52K
Non-Cancelable Base Rental Payments Under Direct
Financing Lease Receivables (Details)
69: R55 Investments - Summary of Changes to Allowance for HTML 47K
Credit Losses (Details)
70: R56 Investments - Summary of Significant Credit HTML 64K
Quality Indicators Measured at Amortized Cost
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71: R57 Investments - Activity in Real Estate Investments HTML 71K
and Intangible Lease Liabilities Held for Sale
(Details)
72: R58 Investments - Schedule of External Customers by HTML 43K
Geographic Areas (Details)
73: R59 Investments - Schedule of Intangible Assets and HTML 55K
Liabilities (Details)
74: R60 Investments - Summary of Remaining Weighted HTML 46K
Average Amortization Periods for Intangible Assets
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75: R61 Investments - Summary of Amortization and HTML 50K
Accretion Recognized (Details)
76: R62 Investments - Summary of Projected Amortization HTML 87K
Expenses for Next Five Years (Details)
77: R63 Leases - Additional Information (Details) HTML 48K
78: R64 Leases - Scheduled Future Minimum Base Rental HTML 51K
Payments due to be Received Under Remaining
Non-Cancelable Term of Operating Leases (Details)
79: R65 Leases - Components of Fixed and Variable Lease HTML 45K
Revenues (Details)
80: R66 Leases - Information Related to Measurement of HTML 40K
Lease Liabilities (Details)
81: R67 Leases - Details of Rent Expense (Details) HTML 47K
82: R68 Leases - Summary of Future Lease Payments due from HTML 68K
Company Under Ground, Office and Equipment
Operating Leases (Details)
83: R69 Long Term Debt - Schedule of Long Term Debt HTML 65K
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84: R70 Long Term Debt - Summary of Scheduled Principal HTML 84K
Payments (Details)
85: R71 Long Term Debt - Revolving Credit Facility, 2024 HTML 98K
Term Loan, 2028 Term Loan And 2029 Term Loan -
Additional Information (Details)
86: R72 Long Term Debt - Summary of Information about HTML 49K
Revolving Credit Facility (Details)
87: R73 Long Term Debt - Information About Interest HTML 58K
Expense (Details)
88: R74 Long Term Debt - 2027 Term Loan - Additional HTML 56K
Information (Details)
89: R75 Long Term Debt - Senior Unsecured Note - HTML 65K
Additional Information (Details)
90: R76 Long Term Debt - Senior Unsecured Note - Schedule HTML 51K
of Interest Expense and Amounts Outstanding
(Details)
91: R77 Derivative and Hedging Activities - Additional HTML 49K
Information (Details)
92: R78 Derivative and Hedging Activities - Summary of HTML 125K
Notional Amount and Fair Value of Instruments
(Details)
93: R79 Derivative and Hedging Activities - Summary of HTML 46K
Changes in Accumulated Other Comprehensive Income
(Details)
94: R80 Equity - Additional Information (Details) HTML 71K
95: R81 Equity - Schedule of Information about 2022 ATM HTML 50K
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96: R82 Equity - Schedule of At the Market Program HTML 51K
(Details)
97: R83 Equity - Summary of Quarterly Cash Dividends HTML 43K
(Details)
98: R84 Non-controlling Interests (Details) HTML 55K
99: R85 Equity Based Compensation - Equity Incentive Plan HTML 38K
- Additional Information (Details)
100: R86 Equity Based Compensation - Schedule of HTML 70K
Information about RSAs and RSUs Units (Details)
101: R87 Equity Based Compensation - Restricted Stock HTML 55K
Awards - Additional Information (Details)
102: R88 Equity Based Compensation - Schedule of HTML 55K
Information about RSAs (Details)
103: R89 Equity Based Compensation - Schedule of HTML 50K
Information about Unrecognized Compensation Cost
RSAs (Details)
104: R90 Equity Based Compensation - Restricted Stock Units HTML 101K
- Additional Information (Details)
105: R91 Equity Based Compensation - Schedule of HTML 50K
Assumptions Used in Measurement of Grant Date Fair
Value of Total Shareholder Return RSUs Using Monte
Carlo Simulation Model (Details)
106: R92 Equity Based Compensation - Schedule of HTML 55K
Information about RSUs (Details)
107: R93 Equity Based Compensation - Schedule of HTML 50K
Information about Unrecognized Compensation Cost
Restricted Stock Units (Details)
108: R94 Net Income Per Share - Additional Information HTML 39K
(Details)
109: R95 Net Income Per Share - Reconciliation of Numerator HTML 94K
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Diluted Net Income Per Share (Details)
110: R96 Commitments and Contingencies - Additional HTML 50K
Information (Details)
111: R97 Commitment and Contingencies - Schedule of HTML 38K
Matching Contributions for Defined Contribution
Retirement Savings Plan (Details)
112: R98 Fair Value Measurements - Summary of Fair Values HTML 70K
of Financial Assets Measured at Recurring Basis
(Details)
113: R99 Fair Value Measurements - Summary of Fair Values HTML 51K
of Real Estate Investments Measured at
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114: R100 Fair Value Measurements - Summary of Quantitative HTML 57K
Information About Level 3 Fair Value Measurements
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115: R101 Subsequent Events (Details) HTML 78K
116: R102 Schedule III - Real Estate and Accumulated HTML 1.91M
Depreciation (Details)
117: R103 Schedule III - Real Estate and Accumulated HTML 65K
Depreciation - Footnotes (Details)
118: R104 Schedule III - Real Estate and Accumulated HTML 52K
Depreciation - Schedule of Reconciliation of
Carrying Value (Details)
119: R105 Schedule III - Real Estate and Accumulated HTML 43K
Depreciation - Accumulated Depreciation (Details)
120: R106 Schedule IV - Mortgage Loans on Real Estate - HTML 145K
Summary of Mortgage Loans on Real Estate (Details)
121: R107 Schedule IV - Mortgage Loans on Real Estate - HTML 51K
Summary of Changes in Carrying Amounts of Mortgage
Loans Receivable (Details)
123: XML IDEA XML File -- Filing Summary XML 236K
126: XML XBRL Instance -- eprt-20231231_htm XML 6.42M
122: EXCEL IDEA Workbook of Financial Report Info XLSX 378K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Essential Properties Realty Trust, Inc. (together with its subsidiaries, the “Company”
or “EPRT”), is committed to maintaining the highest degree of accountability of its executive officers as described herein in this Executive Officer Incentive-Based Compensation Recovery Policy (the “Compensation Recovery Policy”).
1.Policy Objectives and Rationale. This Compensation Recovery Policy is intended to:
· Memorialize the Company’s consistent and comprehensive approach to compliance with the provisions contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the New York Stock Exchange listing standards, and the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) relating to the recovery, under certain circumstances, of incentive-based compensation
paid to current or former executive officers.
· Provide the Company’s executive officers with guidance on the Company’s commitment to its stockholders and to the integrity and compliance of its financial reporting;
· Support ongoing compliance with applicable securities laws and regulations; and
· Demonstrate to the Company’s stakeholders that the Company is committed to accountability for its executive officers, current
or former.
2. Policy Statement. In the event that EPRT is required to prepare restated financial results owing to the Company’s material non-compliance with financial reporting requirements under the securities laws or owing to the correction of errors that are not material to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected (collectively a “Restatement”), the Company will seek to recover or cancel any incentive-based compensation paid to an Executive Officer (as defined below) during the three (3)-year period preceding the date as of which the Company
is required to prepare the accounting restatement, to the extent that such compensation exceeds the amount that would have been paid to the Executive Officer had it been based on the restated results.
3. Recovery Mandate. This Compensation Recovery Policy applies to all Executive Officers (as defined below), whether or not an Executive Officer (or any other person) was engaged in the conduct that caused the Restatement to be made or otherwise had no responsibility for the errors in the financial statements that caused the Restatement.
4. Definitions.
Executive Officer. For purposes of this Policy, “Executive Officer” means a current or former employee of the
Company whom the Company’s Board of Directors (the “Board”) determines to
be, or to have been at the time of payment, a “named executive officer” (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company or an employee designated as a senior vice president or serving in a similar management position including those in charge of a principal business unit, division or function of the
Company or who perform policy-making functions.
Compensation. The incentive-based compensation subject to recovery pursuant to this Compensation Recovery Policy includes any compensation that is granted, earned or vested based, wholly or in part, upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the SEC, including the Company’s stock price and performance measures such as total stockholder
return.
Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure, is not subject to this Compensation Recovery Policy.
For incentive-based compensation based on stock price or total stockholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, then the Board shall determine the amount to be recovered based on a reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the incentive-based compensation was received and the
Company shall document the determination of that estimate and provide it to the NYSE.
5. Board Determinations. The Board is authorized to administer this Policy consistent with the requirements of Section 10D of the Exchange Act and applicable rules or standards adopted by the Securities and Exchange Commission or the New York Stock Exchange or such other national exchange on which the Company’s shares are listed (“Applicable Law”).
· Authority of the Board. Subject to the foregoing, the Board, considering the best interest of the Company’s stockholders,
shall have complete and final discretion to interpret this Compensation Recovery Policy and to make all determinations necessary or appropriate for its administration. The determination of the Board need not be uniform with respect to each of the Executive Officers.
· Conduct of Investigations. If the Board (or its designee) determines that a review or investigation of the matters applicable to this Compensation Recovery Policy would be appropriate under the circumstances, the Board (or its designee) will promptly notify those parties the Board deems appropriate, promptly have such a review or investigation undertaken and authorize the retention (at the Company’s expense) of any third-party consultants and/or advisors it deems appropriate. At the conclusion of such review
and/or investigation, the Board will determine by majority vote what, if any, action is appropriate. All officers, directors, employees, and agents of the Company have an obligation to cooperate and comply with any review or investigation initiated by the Board pursuant to this Compensation Recovery Policy.
Essential Properties Realty Trust, Inc. Page | 2
Policies and Procedures
· Delegation. The Board may delegate the responsibility to oversee, evaluate and investigate
matters subject to this Compensation Recovery Policy to a committee of the Board. Such committee will provide a status update of any interim or final reports of findings at the applicable committee’s meetings with the Board (no less frequently than quarterly). The designated committee will consult with and coordinate with the Board as the Board deems appropriate.
· Other Considerations. In exercising its discretion, the Board shall consider such matters as it deems appropriate to prevent the recurrence of the non-compliance that resulted in the required restatement. Any right of recoupment under this Compensation Recovery Policy shall be in addition to, and not in lieu of, any other rights of recoupment that may be available to the Company.
· Notification
of Others. At any time during a review and/or investigation of a matter subject to this Compensation Recovery Policy, the Chair of the Board may notify the Company’s Chief Executive Officer, Chief Financial Officer, directors or outside auditors of the receipt of a report and/or the progress or results of any review and/or investigation of the report and will provide such level of detail as may be necessary to allow for appropriate consideration by such parties of the Company’s ongoing reporting and disclosure obligations, including with regard to any required officer certifications.
6. No Indemnification or Other Loss Mitigation. The
Company shall not provide indemnification to any of its Executive Officers against or pay any premiums for an insurance policy to cover losses of incentive-based compensation incurred under this Compensation Recovery Policy.
Essential Properties Realty Trust, Inc. Page | 3
Policies and Procedures
7. Limited Exceptions to this Compensation Recovery Policy. Recovery of incentive-based compensation from Executive Officers pursuant to this Compensation Recovery Policy is required except in the following limited circumstances, with such circumstances being determined and approved by the Board:
i. If
the direct costs of enforcing recovery would exceed the recoverable amount(s);
ii. If recovery would violate the laws of the United States applicable to EPRT that were in effect prior to the publication of this Compensation Recovery Policy; and
iii. If recovery would violate the rules governing tax-qualified retirement plans.
8. Disclosure and Distribution of the Compensation Recovery Policy. This Compensation Recovery Policy is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K. In addition, a copy of this Compensation Recovery Policy shall be disclosed on the Company’s website.
The Compensation Recovery Policy shall also be distributed to all Executive Officers of the Company annually and shall be given to a new Executive Officer of the Company upon the date of the new Executive Officer’s first workday with the Company.
9. Effective Date – Compensation Subject to Recovery. This Compensation Recovery Policy will be effective as of the date it is adopted by the Board and will apply to incentive-based compensation that is approved, paid, awarded, or granted to Executive Officers on or after that date. This Policy may be amended or terminated at any time by resolution of the Board and shall be deemed
to be amended as necessary to comply with Applicable Law.
