Corporate Governance and Related Matters
Board of Directors and Board Leadership Structure
Our Board of Directors is currently comprised of Christopher J. Constant, Milton Cooper, Philip E. Coviello, Evelyn León Infurna, Mary Lou Malanoski, and Howard B. Safenowitz. Our Board of Directors is elected by the stockholders to oversee the performance of the Company’s business affairs and to set broad strategy for the Company’s growth. The Board of Directors acts as an advisor to senior management and monitors its performance. It also oversees the Company’s compliance efforts. To help discharge its responsibilities, the Board of Directors has adopted Corporate Governance Guidelines on significant corporate governance issues. The Corporate Governance Guidelines address, among other things, the size and composition of the Board of Directors, director independence, committee membership and structure, meetings and executive sessions, and director selection and training.
The Nominating/Corporate Governance Committee is committed to ensuring the Board of Directors has the skills, experience, and perspectives necessary to fulfill its responsibilities in overseeing Getty’s business and affairs and providing strategic guidance to management. In evaluating potential director candidates, the Committee will consider multiple factors, including independence, knowledge and judgment, financial literacy, breadth of skills, industry experience, leadership background, and the ability to contribute to a qualified, well-rounded and effective Board. The Committee does not assign specific weight to any particular criteria; its goal is to identify nominees who, collectively, enhance the Board’s overall effectiveness. Consistent with this approach, the Nominating/Corporate Governance Committee remains committed to identifying and prioritizing independent, highly qualified candidates in accordance with the NYSE listing standards, while ensuring that the Board benefits from a range of perspectives, expertise, and collaborative leadership.
For the year ended December 31, 2025, our Board of Directors had six members. The Board of Directors has nominated six candidates for election as directors for a one-year term ending at the 2027 annual meeting of the Company’s stockholders and when their successors are duly elected and qualified. The Board may reevaluate the size of the Board of Directors. If the Board of Directors decides to fill any vacancy, our Nominating/Corporate Governance Committee is committed to prioritizing for nomination a qualified director candidate who is ‘independent’ as defined in the listing standards of the NYSE and who enhances the Board’s collective expertise, leadership, and strategic oversight through a broad range of perspectives and experiences. In addition to independence, candidates will be evaluated based on relevant experience, professional background, and the ability to contribute to an inclusive and well-rounded Board. (For additional information regarding the factors considered in evaluating our director candidates, see ‘Nominating/Corporate Governance Committee’ discussion on page
24 of this Proxy Statement.)
The Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, Getty’s Business Conduct Guidelines (which serves as our code of ethics under the Sarbanes-Oxley Act of 2002 and our code of business conduct and ethics under NYSE rules, and covers officers, employees and directors), our insider trading policy and our human rights policy all may be accessed through the Getty website at www.gettyrealty.com by clicking on “Investors/Corporate Governance”. In addition to our website availability, copies of any of the Charters for each of the committees of the Board of Directors, the Corporate Governance Guidelines, Getty’s Business Conduct Guidelines, the Company’s insider trading policy and/or the Company’s human rights policy may also be obtained by submitting a written request to Mr. Joshua Dicker, Executive Vice President, General Counsel and Secretary, at the address for Getty’s executive offices provided in this Proxy Statement. The Business Conduct Guidelines apply to all employees, officers and directors of the Company and waivers of the Business Conduct Guidelines for directors or executive officers, if any, will be disclosed as required by the rules and regulations of the SEC. There were no such waivers in 2025.
The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer (“CEO”) and Chairman of the Board, as the Board of Directors believes it is in the best interests of the Company for the Board of Directors to have the flexibility to make the determination whether the same person should serve as both the CEO and Chairman of the Board at any given point in time, or whether the roles should be separate, depending on, among other factors, the position and direction of the Company and the membership of the Board of Directors. The Board of Directors believes that its current leadership structure, with separate Chairman and CEO positions, is appropriate for the Company because it separates the leadership of the Board of Directors from the day-to-day leadership of the Company. The Board of Directors believes that separating the position of Chairman from the CEO better positions the Board of Directors to evaluate the performance of management and enables the Chairman to provide guidance to the CEO.
