Pay-Versus-Performance Table20 As a result of the SEC’s adoption of item 402(v) of Regulation S-K, registrants who are subject to the new rules will be required to provide tabular disclosure in the following format: Year Summary Compensation Table Total for PEO Compensation Actually Paid to PEO Average Summary Compensation Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs Net Income [Company -Selected Measure] Total Shareholder Return Peer Group Total Shareholder Return (a) (b) (c) (d) (e) (f) (g) (h) (i) Year 1 $ $ $ $ $ $ Year 2 $ $ $ $ $ $ Year 3 $ $ $ $ $ $ Year 4 $ $ $ $ $ $ Year 5 $ $ $ $ $ $ Companies (except for smaller reporting companies) are required to provide the information for three years in the first proxy or information statement in which they provide the disclosure, adding another year of disclosure in each of the two subsequent annual proxy filings that require the Item 402(v) disclosure. Smaller reporting companies initially will be required to provide the information for two years, adding an additional year of disclosure in the subsequent annual proxy or information statement that requires this disclosure. In addition, a smaller reporting company will only be required to tag the information using Inline XBRL data beginning in the third filing in which it provides pay versus-performance disclosure, instead of the first. In addition, companies are required to use the information in the above table to provide clear descriptions of the relationships between compensation actually paid and three measures of financial performance, as follows: describe the relationship between (a) the executive compensation actually paid to the company’s PEO and (b) the average of the executive compensation actually paid to the company’s remaining NEOs to (i) the cumulative TSR of the company, (ii) the net income (a metric that is generally ignored in the REIT space) of the company, and (iii) the company’s Company-Selected Measure, in each case over the company’s five most recently completed fiscal years. Companies that do not use any financial performance measures to link executive compensation actually paid to company performance, or that only use measures already required to be disclosed in the table, would not be required to disclose a CompanySelected Measure or its relationship to executive compensation actually paid. Companies are also required to provide a “clear” description of the relationship between the company’s absolute TSR and the TSR of a peer group chosen by the company, also over the company’s five most recently completed fiscal years. Companies will have flexibility as to the format in which to present the descriptions of these relationships, whether graphical, narrative or a combination of the two. Companies will also have flexibility to decide whether to group any of these relationship disclosures together when presenting their clear description disclosure, but any combined description of multiple relationships must be “clear.” Smaller reporting companies will only be required to present such clear descriptions with respect to the measures they are required to include in the table and for their three, rather than five, most recently completed fiscal years. The SEC notes that companies will have the flexibility to decide whether to group any of these relationship disclosures together when presenting this information, but any combined description of multiple relationships must be clear. 20 See Item 402(v) of Regulation S-K. 2024 Guide to REIT Executive Compensation | 48
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