The following table sets forth information concerning the compensation of Jeffrey A. Gould, our principal executive officer (“PEO”), and our other named executive officers (i.e., Mitchell Gould, David W. Kalish, Ryan Baltimore (for 2024 only), Isaac Kalish (for 2024 only), Matthew J. Gould (for 2022 and 2023 only) and George Zweier, collectively referred to as the “NEOs”) and our financial and market performance for each indicated year:
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for NEOs ($) | Average Compensation Actually Paid to NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | Net Income (millions)($) |
|---|
| Total Stockholder Return ($) |
|---|
| 2024 | 1,928,027 | 1,686,779 | 981,156 | 609,920 | 88.05 | (9.8) |
| 2023 | 1,882,891 | 1,319,498 | 883,300 | 563,173 | 85.67 | 3.9 |
| 2022 | 1,924,234 | 1,471,371 | 918,263 | 598,520 | 85.73 | 50.0 |
| (1) | See Note 6 to the Summary Compensation Table for information regarding the treatment of dividends and dividend equivalents payable on stock and similar awards. |
| (2) | Represents the amount of “compensation actually paid” to Jeffrey A. Gould, as computed in accordance with SEC requirements. Such amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gould. See table immediately below for a reconciliation showing how “compensation actually paid” was calculated. |
| (3) | Represents the average amount of “compensation actually paid” to the NEOs as a group as computed in accordance with SEC requirements. Such amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group. See “– Compensation of NEOs.” |
In accordance with SEC requirements, the following adjustments were made to Jeffrey A. Gould’s total compensation for the applicable year to determine the “compensation actually paid”:
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) |
|---|
| 2024 | 1,928,027 | (555,486) | 314,238 | 1,686,779 |
| 2023 | 1,882,891 | (587,616) | 24,223 | 1,319,498 |
| 2022 | 1,924,234 | (672,629) | 219,766 | 1,471,371 |
The table below sets forth the manner in which Equity Award Adjustments in the immediately preceding table were calculated (see footnotes (1) – (6) below for the assumptions made in the valuations that differ materially from those disclosed as of the grant date of such equity awards:
| Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) |
|---|
| 2024 | 359,801(1) | 72,238(2) | (117,801)(3) | 314,238 |
| 2023 | 386,940(4) | (351,343)(5) | (11,374) | 24,223 |
| 2022 | 617,198(6) | (388,124)(7) | (9,308) | 219,766 |
| (1) | With respect to the 2024 RSU-AFFO awards, assumes that none of such awards would have vested at year-end 2024. |
| (2) | With respect to the 2023 and 2022 RSU-AFFO awards, assumes that as of year-end 2024 that none of such awards would vest. |
| (3) | With respect to the 2021 RSU-AFFO awards which vested in 2024, assumes that as of year-end 2023 100% of such awards would vest, of which 100% actually vested in 2024. |
| (4) | With respect to the 2023 RSU-AFFO awards, assumes that none of such awards would have vested at year-end 2023. |
| (5) | With respect to the (A) 2022 RSU-AFFO awards, assumes that as of year-end (i) 2023, none of such awards would have vested and (ii) 2022, 99.65% of such awards would have vested and (B) the 2021 RSU-AFFO awards, assumes that 100% of such awards would have vested at the 2023 and 2022 year-end. |
| (6) | With respect to 2022 RSU-AFFO awards, assumes that 99.65 % of such awards will vest at year-end 2023. |
| (7) | With respect to the 2021 RSU-AFFO awards, assumes that 100% of such awards would vest at each of year-end 2023 and 2022. |
Compensation of NEOs
In accordance with SEC requirements, the following adjustments were made to average total compensation for the NEOs for each year to determine the “compensation actually paid” to this group:
| Year | Average Reported Summary Compensation Table Total for NEOs ($) | Average Reported Value of Equity Awards ($) | Total Average Equity Award Adjustments ($)(1) | Average Compensation Actually Paid to NEOs ($) |
|---|
| 2024 | 981,156 | (486,909) | 115,673 | 609,920 |
| 2023 | 883,300 | (341,054) | 20,927 | 563,173 |
| 2022 | 918,263 | (458,719) | 138,976 | 598,520 |
| (1) | Although the vesting of David Kalish’s restricted stock would accelerate upon his retirement, as he has not retired, and consistent with the disclosure elsewhere in this proxy statement (except as otherwise indicated), we have not accelerated the vesting of such awards. |
The table below sets forth the manner in which Average Equity Award Adjustments in the immediately preceding table were calculated:
| Year | Average Year End Fair Value of Equity Awards ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustments ($) |
|---|
| 2024 | 178,851 | 25,855 | (89,033) | 115,673 |
| 2023 | 268,410 | (239,337) | (8,146) | 20,927 |
| 2022 | 420,955 | (275,059) | (6,920) | 138,976 |
Relationship between TSR and Net Income to Compensation Actually Paid
The following charts show the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our NEOs to our cumulative total stockholder return (i.e., TSR) and net income for the periods indicated (TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested):
