ESSENTIAL PROPERTIES REALTY TRUST, INC.
For the period ended May 11, 2026. Filed Mar 31, 2026.
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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.
May 11, 2026 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 31, 2026
Dear Fellow Stockholder:
You are cordially invited to attend the 2026 annual meeting of stockholders of Essential Properties Realty Trust, Inc. The meeting will be held on Monday, May 11, 2026, at 9:30 a.m., Eastern Time, in a virtual meeting format only. The Annual Meeting will be accessible solely by means of remote communication.
The attached proxy statement, with the accompanying notice of the meeting, describes the matters expected to be considered and voted upon at the meeting. We urge you to review these materials carefully and to take part in the affairs of our company by voting on the matters described in the proxy statement.
Your vote is important. To attend and participate in the meeting, you will need to register with the control number included on the notice or proxy card at www.proxydocs.com/EPRT prior to 5:00 p.m., Eastern Time, on Sunday, May 10, 2026. Although you may vote online during the virtual annual meeting, we encourage you to authorize a proxy to vote your shares via the internet, by telephone or by mail prior to the meeting, as outlined on your proxy card, to ensure that your shares are represented and voted. We look forward to your participation.
Sincerely,
Peter M. Mavoides President and Chief Executive Officer
5 Vaughn Drive, Suite 202
Princeton, New Jersey 08540
(609)436-0619
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 11, 2026
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), will be held on Monday, May 11, 2026, at 9:30 a.m., Eastern Time, in a virtual meeting format only. To be admitted to the Annual Meeting and vote your shares, you must register atwww.proxydocs.com/EPRT by Sunday, May 10, 2026, at 5:00 p.m., Eastern Time (the “Registration Deadline”), and provide the control number as described in the notice or proxy card, which can be accessed at www.proxydocs.com/EPRT. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting and vote during the meeting, will be emailed to you.
At the Annual Meeting, holders of shares of our common stock, $0.01 par value per share, will be asked to consider and vote upon the following proposals, all of which are discussed in greater detail in the accompanying Proxy Statement:
| (1) | To elect eight (8) individuals to the Company’s Board of Directors (the “Board”), each to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify; |
| (2) | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as more particularly described in the Proxy Statement; |
| (3) | To approve, on an advisory basis, the frequency of future advisory votes approving the compensation of the Company’s named executive officers; |
| (4) | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and |
| (5) | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
Only stockholders of record at the close of business on March 20, 2026, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.
To make it easier for you to authorize a proxy to vote, internet and telephone proxy authorization are available. The instructions on the proxy card or voting instruction form describe how to use these convenient services.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Princeton, New Jersey March 31, 2026 | Robert W. Salisbury Executive Vice President, Chief Financial Officer and Secretary |
|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 11, 2026. The Notice of Annual Meeting and Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (which constitutes our annual report to stockholders) are available atwww.proxydocs.com/EPRT.
PROXY STATEMENT
| Page | |
|---|---|
| 2025 BUSINESS HIGHLIGHTS | 1 |
| CORPORATE RESPONSIBILITY | 2 |
| Corporate Governance Practices | 3 |
| Environmental Sustainability | 6 |
| Corporate Culture and Employees | 8 |
| GOVERNANCE | 10 |
| Proposal No. 1—Election of Directors | 10 |
| Director Nominees | 10 |
| Vote Required | 10 |
| Board Recommendation | 11 |
| Board Refreshment and Key Board Characteristics | 11 |
| Biographical Information Regarding the Board | 11 |
| Background and Experience of Directors | 14 |
| Board Leadership Structure | 14 |
| Board Executive Sessions | 15 |
| Board of Directors Role in Risk Oversight | 15 |
| Meetings and Attendance | 15 |
| Board Committees | 15 |
| Corporate Governance Guidelines and Code of Conduct | 18 |
| Anti-Hedging, Anti-Pledging and Anti-Short Sale Policies | 18 |
| Family Relationships | 18 |
| Director Compensation | 19 |
| 2025 Director Compensation Table | 19 |
| Director Independence | 20 |
| Certain Relationships and Related Party Transactions | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Proposal No. 2—Advisory Vote to Approve the Compensation of our Named Executive Officers | 21 |
| Vote Required | 21 |
| Board Recommendation | 21 |
| Proposal No. 3—Advisory Vote on Frequency of Future Advisory Votes Approving Executive Compensation of our Named Executive Officers | 21 |
| Vote Required | 22 |
| Board Recommendation | 22 |
| Executive Officers | 22 |
| Compensation Discussion and Analysis | 23 |
| Business Highlights | 23 |
| Consideration of Prior Say-on-Pay Results | 26 |
| Executive Compensation Program Highlights | 26 |
| Compensation Philosophy and Objectives | 27 |
| How We Determine Compensation | 28 |
| Elements of 2025 Compensation | 30 |
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| Page | |
|---|---|
| Results of 2022 Performance-Based RSU Grants | 43 |
| Results of 2023 Performance-Based RSU Grants | 35 |
| 401(k) Plan | 38 |
| Severance and Change in Control Arrangements | 38 |
| Perquisites and Other Personal Benefits | 38 |
| Other Compensation Policies | 39 |
| Compensation Risk Assessment | 39 |
| Executive and Board Stock Ownership Requirements | 40 |
| Compensation Committee Report | 40 |
| Compensation Committee Interlocks and Insider Participation | 40 |
| Compensation Tables | 41 |
| 2025 Summary Compensation Table | 41 |
| 2025 Grant of Plan-Based Awards | 42 |
| Outstanding Equity Awards at December 31, 2025 | 43 |
| 2025 Options Exercised and Stock Vested | 44 |
| Pension Benefits and Nonqualified Deferred Compensation | 44 |
| Employment Agreements | 44 |
| Types of Compensation Payable upon Termination of Employment | 45 |
| Potential Payments upon Termination | 46 |
| Other Compensation Matters | 52 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 52 |
| AUDIT MATTERS | 53 |
| Report of the Audit Committee | 53 |
| Proposal No. 4—Ratification of Appointment of Auditors | 53 |
| Accounting Fees and Services | 53 |
| Vote Required | 54 |
| Board Recommendation | 54 |
| BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| ABOUT THE PROXY MATERIALS AND ANNUAL MEETING | 57 |
| OTHER MATTERS | 62 |
| Stockholder Communications with the Board | 62 |
| Stockholder Proposals for the 2027 Annual Meeting | 62 |
| Reconciliation of Non-GAAP Financial Measures | A-1 |
| Reconciliation of net income to AFFO | A-1 |
| Reconciliation of net income to Annualized Adjusted EBITDAre | A-2 |
| Reconciliation of total debt to pro forma net debt | A-3 |
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