FVR 8-K
FrontView REIT, Inc. (FVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer, Treasurer and Secretary
On June 30, 2025, FrontView REIT, Inc. (the “Company”) announced that the Board of Directors (the “Board”) appointed Pierre Revol to serve as Chief Financial Officer (and principal financial officer), Treasurer and Secretary of the Company after a search process conducted by the Board. Mr. Revol’s appointment is effective July 21, 2025 (the “Start Date”). Sean Fukumura, the Company’s Chief Accounting Officer, who has been serving as the Company’s Interim Chief Financial Officer and principal financial officer since June 16, 2025, will continue to serve as the Company’s Chief Accounting Officer following the Start Date.
Prior to his appointment as the Company’s Chief Financial Officer, Mr. Revol, age 44, has served as Senior Vice President of Capital Markets at CyrusOne, a leading global data center owner, developer and operator since February 2024, where he led the development and execution of the company’s capital markets strategy. From November 2016 to December 2018, Mr. Revol served as Vice President and from January 2019 to January 2024, Mr. Revol served as Senior Vice President, Corporate Finance and Investor Relations at Spirit Realty Capital, Inc. (NYSE: SRC), a publicly traded net-lease REIT. As a member of the Management Operating Committee, he played a key leadership role in corporate strategy, capital allocation, and enterprise planning. Prior to Spirit, from 2008 to 2015, Mr. Revol was a Senior Investment Analyst at Point72 Asset Management (formerly SAC Capital), managing long/short equity investments across REITs and real estate-related sectors. Earlier in his career, he held investment banking roles at Goldman Sachs as an Associate and UBS investment bank as an analyst. Mr. Revol received a Bachelor of Science degree in Economics from the Wharton School with a concentration in Finance and a Bachelor of Arts degree in International Relations from the University of Pennsylvania. He is also a Certified Commercial Investment Member (CCIM).
There is no arrangement or understanding between Mr. Revol and any other persons or entities pursuant to which Mr. Revol was appointed to serve as Chief Financial Officer. Mr. Revol does not have any family relationship with the Company’s executive officers or directors nor are there any related party transactions between the Company and Mr. Revol that would require disclosure under Item 404(a) of Regulation S-K.
On June 25, 2025, in connection with Mr. Revol’s appointment, the Company entered into an employment agreement with Mr. Revol (the “Revol Employment Agreement”) setting forth the terms and conditions of his service as the Company’s Chief Financial Officer. Under the terms of the Revol Employment Agreement, Mr. Revol will receive (i) an annual base salary of $450,000; (ii) a set annual bonus in the amount of $112,500 for calendar year 2025 and eligibility in future years to receive a target annual bonus equal to 50% of Mr. Revol’s base salary, with the payout amount determined based on performance achievement; (iii) a sign-on cash bonus in the amount of $50,000; (iv) a sign-on grant of restricted stock units with a grant date value of $1,150,000 (the “Sign-On Grant”) that will vest in four substantially equal annual installments over four years, subject to acceleration in certain qualifying termination of employment events or in the event of a change in control of the Company; (v) beginning in 2026, eligibility to receive one or more annual long-term incentive awards under the Company’s equity plan, in a form and with vesting conditions as to be determined by the Board and, with respect to any award or awards granted in 2026, with an aggregate target grant date value of $1,150,000; and (vi) eligibility to participate in all benefit programs made available to the Company’s executive officers generally.
In the event of Mr. Revol’s termination of employment by the Company without “cause,” by Mr. Revol for “good reason,” or due to his death or “disability” (as such terms are defined in the Revol Employment Agreement) outside of the period beginning three months prior to and ending 24 months following a change in control of the Company (the “Change in Control Window”) under the Revol Employment Agreement, Mr. Revol is entitled to receive: (i) accrued benefits, consisting of unpaid base salary and accrued but unused vacation or paid time off through the date of termination, reimbursement for all reasonable out-of-pocket business expenses incurred and paid by Mr. Revol through date of termination, and vested benefits under Company benefit plans (collectively, the “Accrued Benefits”); (ii) a lump sum payment equal to one and one-half times the sum of his base salary and two-year average annual bonus; (iii) any earned but unpaid annual bonus for the prior calendar year; (iv) an amount equal to his target bonus for the year of termination, prorated through the date of termination; (v) reimbursement for his health insurance continuation coverage at the active-employee rate for 18 months; and (vi) full vesting of any outstanding equity awards that are subject solely to time-based vesting conditions (such as the Sign-On Grant).
In the event of the Mr. Revol’s termination of employment by the Company without cause or by Mr. Revol for good reason during the Change in Control Window, he is entitled to receive: (i) the Accrued Benefits; (ii) a lump sum payment equal to three times the sum of the base salary and two-year average annual bonus; (iii) any earned but unpaid annual bonus for the prior calendar year; (iv) an amount equal to his target bonus for the year of termination, prorated through the date of termination; (v) payment of his health insurance continuation coverage at the active-employee rate for 24 months; and (vi) full vesting of any outstanding equity awards that are subject solely to time-based vesting conditions (such as the Sign-On Grant). Also, in the event of a change in control of the Company, if any of the payments or benefits provided for under the Revol Employment Agreement or otherwise payable to Mr. Revol would constitute “parachute payments” within the meaning of Section 280G of the U.S Internal Code Revenue Code of 1986, as amended (the
“Code”) and would be subject to the related excise tax under Section 4999 of the Code, then he will be entitled to receive either the full payment of such payments and benefits or a reduced amount of payments and benefits, where the reduced amount would result in no portion of the payments or benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits being retained by Mr. Revol.
In the event Mr. Revol’s employment is terminated by the Company for cause, or he voluntarily terminates employment (without good reason), he will be entitled to receive the Accrued Benefits.
All the severance payments and benefits described above (other than the Accrued Benefits) are conditioned on Mr. Revol executing and not revoking a general release of claims for the benefit of the Company and his continued compliance with the restrictive covenants set forth in the Revol Employment Agreement, which include covenants regarding non-competition, non-solicitation of protected business relationships, non-recruitment of employees and independent contractors, and non-disparagement, in each case, during his employment and for 12 months thereafter, and perpetual non-disclosure and non-use of confidential information.
In addition, it is expected that Mr. Revol will also execute the Company’s form of director and officer indemnification agreement, a form of which was approved by the Board on September 30, 2024 and was previously filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The indemnification agreement contains provisions that require the Company, among other things, to indemnify the Company’s directors and executive officers against certain liabilities (subject to, among other things, limitations under the Maryland General Corporation Law) that may arise by reason of their status or service as directors or executive officers of the Company or other entities to which they provide service at the Company’s request and to advance expenses they may incur as a result of any proceeding against them as to which they could be indemnified.
Item 7.01 Regulation FD Disclosure
A copy of the press release containing the announcement of Mr. Revol’s appointment is attached as Exhibit 99.1 to this current report on Form 8-K. The information contained in this Item 7.01, including the information contained in the press release attached as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
INDEX TO EXHIBITS
Exhibit No. |
Description |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FrontView REIT, Inc. |
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Date: |
June 30, 2025 |
By: |
/s/ Stephen Preston |
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Stephen Preston |
Execution Version
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among FrontView REIT Inc., a Maryland corporation (the “REIT”), FrontView Operating Partnership LP, a Delaware limited partnership (the “Operating Company”), and the Operating Company’s subsidiary, FrontView Employee Sub, LLC, a Delaware limited liability company (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Pierre Revol (“Executive”) (each of Executive and the Company, a “Party,” and collectively, the “Parties”) is dated as of the Effective Date (as defined below).
WHEREAS, the Company desires to employ Executive as its Chief Financial Officer on the terms and conditions set forth herein and Executive desires to be employed by the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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If within 180 days following any termination of Executive’s employment (whether voluntary or involuntary), the Company discovers facts that would have established “Cause” for termination, and those facts were not known by any member of the Board (other than Executive) at the time of termination, then the Company may provide Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case Executive’s termination of employment will be considered a for-Cause termination under this Agreement, Executive agrees to promptly return to the Company all amounts previously paid or provided to Executive pursuant to Section 4(b)(i) or Section 4(b)(ii), as applicable, and the
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Company will cease paying or providing any future amounts pursuant to Section 4(b)(i) or Section 4(b)(ii), as applicable. If at any time during the Term, the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder while it investigates such conduct, and in no event will any such suspension constitute a termination of employment or Good Reason or otherwise constitute a breach of this Agreement.
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Notwithstanding the foregoing, (I) Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than 90 days after the time at which Executive has knowledge that the event or condition purportedly giving rise to Good Reason first occurs or arises, (II) if there exists an event or condition that constitutes Good Reason, the Company shall have 30 days from the date on which notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder and (III) Executive provides written notice of termination with Good Reason within 60 days following the Company’s failure to cure such event or condition. Failing such cure, a termination of employment by Executive for Good Reason will be effective on the day following the expiration of such cure period.
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If to the Company: FrontView REIT, Inc.
3131 McKinney Avenue, Suite L10
Dallas, Texas 75204
Attention: Stephen Preston
E-mail: [email protected]
with a copy (which will not constitute notice) to:
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attention: Amy Blackman, Esq.
E-mail: [email protected]
If to Executive: At Executive’s principal office at the Company (during the Term), and at all other times to Executive’s principal residence as reflected in the records of the Company. If by e-mail during the Term, to Executive’s Company-supplied e-mail address.
All such notices, requests, consents, and other communications will be deemed to have been given when received. Either Party may change its address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party’s notice in the manner then set forth.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their respective officers or agents hereunto duly authorized, all as of the Effective Date.
FrontView REIT, Inc.
By: /s/ Stephen Preston
Stephen Preston
Its: Chairman, Chief Executive Officer and President
FRONTVIEW Operating Partnership LP
By: FrontView REIT, Inc.
Its: General Partner
By: /s/ Stephen Preston
Stephen Preston
Its: Authorized Officer
FRONTVIEW EMPLOYEE SUB, LLC
By: FrontView Operating Partnership LP
Its: Managing Member
By: /s/ Stephen Preston
Stephen Preston
Its: Authorized Officer
EXECUTIVE
/s/ Pierre Revol
Pierre Revol
[Signature Page to Employment Agreement]
Exhibit A
You should consult with an attorney before signing this release of claims.
Release
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[signature page follows]
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IN WITNESS WHEREOF, this Release has been signed by or on behalf of Executive as of ____________________.
By: |
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Pierre Revol |
Exhibit B
Parachute Tax Provisions
This Exhibit B sets forth the terms and provisions applicable to Executive as referenced in Section 5 of the agreement to which this Exhibit B is attached (the “Agreement”). This Exhibit B shall be subject in all respects to the terms and conditions of the Agreement. All capitalized terms that are used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Agreement.
(a) If Executive would otherwise be eligible to receive a payment or benefit pursuant to the terms of the Agreement or any equity or equity-based compensation or other agreement with the Company or any subsidiary or otherwise in connection with, or arising out of, Executive’s employment with the Company or any subsidiary or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “Parachute Payment”), that a nationally recognized United States public accounting firm selected by the Company (the “Accountants”) determines, but for this sentence, would be subject to excise tax imposed by Section 4999 of the Code (the “Excise Tax”), subject to clause (c) below, then the Company shall pay to Executive whichever of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Parachute Payment notwithstanding that all or some portion of the Parachute Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Parachute Payment, or (2) payment of only a part of the Parachute Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax.
(b) If a reduction in the Parachute Payment is necessary pursuant to clause (a), then the reduction shall occur in the following order: (1) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments) and (2) cancellation of acceleration of vesting of equity or equity-based awards; provided, that to the extent permitted by Section 409A and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of the Code, Executive may designate a different order of reduction.
(c) For purposes of determining whether any of the Parachute Payments (collectively, the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Accountants, such Total Payments (in whole or in part): (1) do not constitute “parachute payments,” (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount,” or (3) are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.
(d) All determinations hereunder shall be made by the Accountants, which determinations shall be final and binding upon the Company and Executive.
(e) The federal tax returns filed by Executive (and any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a basis consistent with the determination of the Accountants with respect to the Excise Tax payable by Executive. Executive shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of Executive’s federal income tax return as filed with the Internal
Revenue Service, and such other documents reasonably requested by the Company, evidencing such payment (provided, that Executive may delete information unrelated to the Parachute Payment or Excise Tax and provided, further, that the Company at all times shall treat such returns as confidential and use such return only for purpose contemplated by this paragraph).
(f) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, Executive shall permit the Company to control issues related to the Excise Tax (at its expense). In the event that the issues are interrelated to the Excise Tax, Executive and the Company shall cooperate in good faith so as not to jeopardize resolution of either issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall permit a representative of the Company to accompany Executive, and Executive and Executive’s representative shall cooperate in good faith with the Company and its representative.
(g) The Company shall be responsible for all charges of the Accountants.
(h) The Company and Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Exhibit B.
(i) Nothing in this Exhibit B is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to Executive and the repayment obligation null and void.
(j) The provisions of this Exhibit B shall survive the termination of Executive’s employment with the Company for any reason and the termination of the Agreement.
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EXHIBIT 99.1
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FrontView REIT Appoints Pierre Revol, Seasoned Industry Executive, as Chief Financial Officer
Dallas, TX – FrontView REIT, Inc. (NYSE: FVR) (the “Company”, “FrontView”, “we”, “our”, or “us”), today announced the appointment of Pierre Revol to serve as the Company's Chief Financial Officer (“CFO”), effective July 21, 2025.
With over 20 years of leadership in the real estate and financial sectors, Pierre Revol brings deep expertise in corporate finance, capital markets, REIT operations, and strategic transactions. Most recently, Pierre served as Senior Vice President of Capital Markets at CyrusOne, a leading global data center owner, developer and operator. In this role, Pierre played an instrumental role in developing and executing the company's capital markets strategy during a time of significant growth and innovation. He successfully raised over $15 billion in both asset-level and corporate financing to ensure CyrusOne’s future growth. Prior to his role at CyrusOne, Pierre served as Senior Vice President, Corporate Finance and Investor Relations at Spirit Realty Capital, Inc., formerly a publicly traded net-lease REIT. As a member of the Management Operating Committee, Pierre played a key leadership role in corporate strategy, capital allocation, and enterprise planning. Additionally, Pierre was principally involved in corporate transactions, including the spin-off and $2.4 billion sale of Spirit Master Trust, the $9.3 billion merger of Realty Income and Spirit Realty, and over $10 billion in capital markets transactions.
Pierre received a Bachelor of Science degree in Economics from the Wharton School with a concentration in Finance and a Bachelor of Arts degree in International Relations from the University of Pennsylvania.
“On behalf of our Board of Directors and entire management team, I am thrilled to welcome Pierre to FrontView as CFO,” stated Stephen Preston, FrontView’s Chairman and Chief Executive Officer. “Pierre brings extensive experience in public REIT finance, capital markets, and disciplined balance sheet management that will further strengthen our financial strategy, capital allocation discipline and operational excellence as we continue our commitment to long-term value creation for shareholders.”
Mr. Revol shared, “I am honored to join FrontView as Chief Financial Officer and grateful to the Board of Directors and the entire management team for their trust and support. I’m excited about the opportunity ahead as we work to accelerate FrontView’s growth, strengthen our capital strategy, and deliver long-term value to our shareholders.”
About FrontView REIT, Inc.
FrontView is an internally-managed net-lease REIT that acquires, owns and manages primarily properties with frontage that are net leased to a diversified group of tenants. FrontView is differentiated by an investment approach focused on properties that are in prominent locations with direct frontage on high-traffic roads that are highly visible to consumers. FrontView’s tenants include service-oriented businesses, such as restaurants, cellular stores, financial institutions, automotive stores and dealers, medical and dental providers, pharmacies, convenience and gas stores, car washes, home improvement stores, grocery stores, professional services, fitness operators as well as general retail tenants.
Company Contact
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