Business Context and Reporting Period
This Form 8-K Current Report was filed by Essential Properties Realty Trust, Inc. on September 4, 2026, with a press release issued on September 9, 2026. The filing details significant changes to the Company's executive leadership team and associated compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and personnel matters.
Material Changes
- Executive Appointments: R. Max Jenkins was appointed President and Chief Operating Officer (COO), succeeding his role as Executive Vice President and COO. Peter M. Mavoides continues as Chief Executive Officer (CEO).
- Role Expansion: Robert W. Salisbury's role was expanded from Executive Vice President, CFO, and Secretary to include the title of Chief Strategy Officer.
- Executive Departure: A Joseph Peil, Executive Vice President and Chief Investment Officer, terminated employment effective September 8, 2026.
- New Appointment: Craig Vachris was appointed Executive Vice President and Chief Investment Officer (detailed in the press release referenced in Item 7.01).
Guidance, Outlook, and Compensation Details
The filing outlines updated employment agreements and incentive grants effective September 8, 2026:
- Employment Terms: Messrs. Mavoides and Jenkins entered into amended agreements with an initial term through March 31, 2031, subject to one-year automatic renewals. Non-renewal by the Company is treated as a termination without cause.
- Severance Provisions:
- Change in Control: Severance applies if terminated without cause or for good reason within 60 days prior to or 24 months following a change in control.
- Mr. Jenkins Specifics: Cash severance is set at two times base salary for qualifying terminations not related to a change in control, and three times base salary for those related to a change in control.
- Mr. Peil: Eligible for severance benefits under his existing agreement for a qualifying termination without cause.
- Incentive Grants: The Compensation Committee approved promotion grants of Long-Term Incentive Plan (LTIP) Units for Messrs. Jenkins and Salisbury.
- Target Value: $2,000,000 per grant.
- Vesting Schedule: 50% vests on the three-year anniversary and 50% on the four-year anniversary of the grant date.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Employment Agreements (Exhibits 10.1 and 10.2) for specific clauses regarding "good reason" and non-compete restrictions.
- Review the September 9, 2026 Press Release (Exhibit 99.1) for details on Craig Vachris's background and the strategic rationale for the leadership changes.
- Confirm the impact of the $4,000,000 total LTIP grant value on the Company's future compensation expense and dilution.
- Assess the potential cash outflow for Mr. Peil's severance package based on his current base salary.