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Four Corners Property Trust, Inc.

For the period ended Jun 4, 2026. Filed Apr 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2026 · Filed Apr 16, 2026

FCPT$23.41-1.1%Stored close · as of Nov 6, 2026
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Contents

Compensation Determination Process

Role of the Compensation Committee

The Compensation Committee makes compensation decisions for our NEOs after careful review and analysis of performance information and market compensation data. The Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the CEO, evaluates the CEO’s performance in light of such goals and objectives, and makes recommendations to the other independent directors on our Board who will, together with the Compensation Committee, determine and approve the CEO’s compensation, including the annual base salary level, annual bonus opportunity level, and long-term incentive compensation based on this evaluation. In evaluating and recommending the total compensation opportunity for the CEO (including the long-term incentive component), the Compensation Committee may consider a number of factors, including, but not limited to, the Company’s performance and both absolute and relative stockholder return, compensation opportunities (including the value of equity incentives) of chief executive officers at comparable companies, and historical opportunities and outcomes for the CEO (including prior equity grants).

The Compensation Committee also annually reviews and approves the compensation of our other NEOs and evaluates the performance of such officers before approving their annual base salary level, annual cash bonus opportunity level and long-term incentive compensation.

Role of CEO in Compensation Decisions

The CEO provides recommendations to the Compensation Committee on the compensation for each NEO other than himself. The CEO does not make recommendations with respect to his own compensation and is not present during any Compensation Committee deliberations or voting with respect to his compensation. The CEO’s recommendations for the other executive officers are based on his personal review of their performance, job responsibilities and importance to our overall business strategy.

Although the CEO’s recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all NEOs.

Role of the Compensation Consultant

In 2025, the Compensation Committee engaged Semler Brossy as an independent compensation consultant to advise it on matters related to the compensation of our executive officers and directors. The role of the compensation consultant is to serve as an objective third-party advisor to the Compensation Committee on executive and director compensation arrangements, assessing reasonableness of compensation levels in comparison with those of similarly situated companies and the appropriateness of the compensation program structure in supporting the Company’s strategic objectives. The compensation consultant reports directly to the Compensation Committee and the Compensation Committee may replace the compensation consultant at any time. In 2025, Semler Brossy supported the Compensation Committee by (i) attending Compensation Committee meetings, (ii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies and (iii) assisting the Company in preparing compensation-related materials and disclosure as requested by the Company. Semler Brossy provided no other services to the Company in 2025.

Use of Peer Group and Market Data

The Compensation Committee uses peer group data as one tool in assessing and determining pay for our NEOs, with secondary testing to a broader pay survey focused on the real estate industry. Competitive market data is intended to provide a framework for current market pay practices, trends, best practices and overall industry performance. We believe this use of peer company data is consistent with how stockholders and proxy advisory firms use such data. However, over-reliance on market data can provide an incomplete picture, and therefore we also factor in an individual’s personal contributions to the organization, unique qualifications and skill sets and the particular circumstances of our Company, and ultimately strive to create compensation magnitudes that are appropriate for the risk profile of our Company today and over the longer-term.

The Compensation Committee has retained Semler Brossy to, among other things: (i) assist in comparing our executive compensation program to that of our peers and (ii) analyze trends in compensation in the marketplace, generally, and specific compensation program design changes among our peers, more specifically.

With respect to 2025, with recommendations from Semler Brossy, the Compensation Committee selected the companies to be included in our peer group based on a number of factors, including company size (particularly enterprise value and assets), business focus, complexity of operations, and geographic reach. The Compensation Committee, with advice from Semler Brossy, annually reviews our peer group and may update its composition to better reflect our competitive landscape or, if necessary, to account for any corporate changes, including acquisitions and dispositions. The following peer group, which remains unchanged from 2024, was used by the Compensation Committee in 2025 to review the executive compensation program.

Acadia Realty Trust

Agree Realty Corp.

American Assets Trust, Inc.

Broadstone Net Lease, Inc.

Centerspace

EPR Properties

Essential Properties Realty Trust, Inc.

Getty Realty Corp.

LXP Industrial Trust

NETSTREIT Corp.

One Liberty Properties, Inc.

Retail Opportunity Investments Corp.

Saul Centers, Inc.

STAG Industrial, Inc.

Say-on-Pay

We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our NEOs (a “say-on-pay proposal”). At our 2025 annual meeting, approximately 98.5% of the votes cast were voted in favor of our say-on-pay proposal. The Compensation Committee considered these 2025 results and will continue to consider the outcome of our say-on-pay proposals when making compensation decisions for our NEOs. At our 2023 annual meeting, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our NEOs occur every year. In light of the foregoing recommendation, our Board determined to hold a “say-on-pay” advisory vote every year. An annual advisory vote on executive compensation is consistent with our policy of seeking regular dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. Accordingly, our next advisory say-on-pay vote (following the say-on-pay proposal at this annual meeting) is expected to occur at our annual meeting in 2027.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.