Business Context and Reporting Period
This Form 8-K Current Report was filed by Essential Properties Realty Trust, Inc. on July 7, 2020. The filing discloses a significant executive leadership change, specifically the appointment of a new Chief Financial Officer and Treasurer.
Key Financial Metrics
The filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
- Base Salary: Not less than $350,000 annually.
- Target Annual Performance Bonus: 100% of Base Salary (39.2% for fiscal year 2020).
- Target Long-Term Incentive Award: 100% of Base Salary (commencing fiscal year 2021).
- Restricted Stock Units (RSUs): One-time grant valued at $1,050,000.
- Relocation Expenses: Reimbursement for brokerage costs, travel/lodging (up to 120 days), and moving expenses (up to $15,000).
Material Changes
The primary material change reported is the appointment of Mark E. Patten as Executive Vice President, Chief Financial Officer, and Treasurer, effective August 10, 2020. Concurrently, Anthony K. Dobkin will resign as Interim Chief Financial Officer on the same date. Mr. Patten is resigning from his positions at CTO Realty Growth, Inc. and Alpine Income Property Trust, Inc. effective July 31, 2020.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of market risks. The employment agreement includes standard risk mitigation clauses for the executive, including:
- Severance: Upon termination without "Cause" or for "Good Reason," Mr. Patten is entitled to 12 months of Base Salary, accrued benefits, a pro-rated bonus (subject to conditions), and up to 12 months of continuing health care coverage.
- Restrictive Covenants: 12-month non-competition and non-solicitation obligations post-termination.
- Indemnification: The Company will indemnify Mr. Patten against judgments, penalties, and expenses related to proceedings arising from his position.
Investor Verification Checklist
- Verify the effective date of the CFO transition (August 10, 2020) and the interim period coverage.
- Review the specific performance targets for the 2020 bonus (39.2% target) versus future years (100% target).
- Confirm the vesting schedule for the $1,050,000 RSU grant (equal installments over three years).
- Assess the potential impact of the 12-month non-compete clause on future executive mobility.
- Check subsequent filings for the actual performance metrics used to calculate the 2020 bonus.