Item 3 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022
✔		Our Board’s Recommendation: “FOR”   Our Audit Committee and our Board believe that the retention of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022 is in the best interests of STORE and its stockholders, and we are asking our stockholders to ratify our Audit Committee’s selection of Ernst & Young LLP to serve in that capacity.   ®  Page Reference for Further Information: 58

Ernst & Young LLP, an independent registered public accounting firm, served as our auditor for 2021. Our Audit Committee selected Ernst & Young LLP to serve as our auditor for the year ending December 31, 2022. Although stockholder approval is not required, our Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification at the Annual Meeting. The following table provides summary information regarding Ernst & Young LLP’s fees for 2021 and 2020:

 

		2021				2020
Audit fees			1,257,644			$	1,234,935
Audit-related fees			125,000				—
Tax fees			223,051				233,690
All other fees			8,445				2,000
Total		$	1,614,140				1,470,625

 

						2022 Proxy Statement		S-3

2021 BUSINESS PERFORMANCE

2021 Achievements

 

1, 3 and 5-Year Total Shareholder Return as of December 31, 2021

 

Comparison of the Company’s absolute Total Shareholder Return (“TSR”) for the one-year, three-year and five-year periods ending on the last trading day of 2021 relative to the absolute TSR for the MSCI US REIT Index and S&P 400 REIT Index

 

S-4		STORE Capital Corporation

CORPORATE RESPONSIBILITY

STORE defines its success by its ability to make a positive difference for its many stakeholders. Our beginning was inspired by a belief that we could make a positive difference for real estate intensive businesses across America by delivering innovative and superior real estate capital solutions. In that process, we have sought to add an important tool to middle-market company capital formation, while improving the liquidity of leading middle-market and larger businesses.

For its many customers, STORE’s real estate lease solutions have contributed to their prospects for wealth creation and to their ability to grow, create jobs and contribute to many communities across the country. In turn, meeting the needs of our customers provides an extraordinary investment opportunity that we believe holds the promise of sustainable long-term wealth creation for our many stockholders. In fulfilling this mission, we have grown our staff to more than 120 employees, expanded our diverse and experienced management team and strengthened our commitment to employee development, employee engagement and personal growth, which are central to the creation of a quality business.

Customers, stockholders and employees: These are our three most integral stakeholders. Through them, we make a positive difference to our many other important stakeholders, including our creditors, suppliers and the many communities we serve.

 

Environmental Stewardship

STORE is a net-lease real estate investment trust (“REIT”). We acquire single-tenant operational real estate (or profit center properties) from business owners, and then lease the properties back to the business owners under long-term net-leases, substantially all of which are triple-net. Under a triple-net lease, the tenant is solely responsible for operating the business conducted in the building subject to the lease, including keeping the building in good order and repair, remodeling and updating the building as it deems appropriate to maximize business value and paying the insurance, property taxes and other property-related expenses. Under the triple-net lease model, therefore, it is our customer, and not STORE, that controls energy, water usage and waste and recycling practices and that decides when and how to implement environmentally sustainable practices at a given property. While we do not control the business operations at our properties, as the property owner, we nevertheless recognize that the operation of commercial real estate assets can have a meaningful impact on the environment – particularly with respect to resource consumption and waste generation – and on the health of building occupants.

At STORE, we are committed to environmental sustainability and the mitigation of environmental risks in connection with the development of our property portfolio. This commitment reflects the fact that the properties we acquire are subject to both state and federal environmental regulations, but, more importantly, it aligns with our belief that being conscious of,

 

						2022 Proxy Statement		S-5

and seeking to address and manage, environmental risks within our control, and supporting our customers to do the same in their businesses, plays a role in building and sustaining successful enterprises and, thus, is material to the success of our own business.

Our environmental initiatives and partnerships focus on energy savings and carbon footprint reduction in our customers’ facilities. As we are a triple-net lease REIT, without direct control of physical locations, our primary focus includes educating ourselves and our customers on evolving environmental strategies, soliciting feedback, gathering environmental data from our customers, developing relationships between our customers and environmental, social and governance (“ESG”) vendor partners and supporting our tenants in the implementation of green programs, including energy efficiency and carbon reduction programs.

 

 

 

S-6		STORE Capital Corporation

Social Responsibility and Human Capital Development

STORE believes that to continue to deliver strong financial results, we must execute on a human capital strategy that prioritizes, among other things: (i) establishing a work environment that attracts, develops and retains top talent; (ii) affording our employees an engaging work experience that allows for career development and opportunities for meaningful civic involvement; (iii) evaluating compensation and benefits and rewarding outstanding performance; (iv) engaging with, and obtaining feedback from, our employees on their workplace experiences; (v) enabling every employee, at every level, to be treated with dignity and respect, to be free from discrimination and harassment and to devote their full attention and best efforts to performing their job to the best of their respective abilities; and (vi) communicating with our Board on key topics.

 

 

						2022 Proxy Statement		S-7

Corporate Governance and Ethical Business Practices

At STORE, we believe that one of our most valuable corporate assets is our reputation for honesty, fairness and candor in all our business activities. It is the responsibility of everyone at STORE to protect and enhance our corporate integrity. Accordingly, we are committed to principles of good corporate governance and have implemented internal policies and procedures to ensure that our governance practices are best-in-class, and that our directors, officers and employees conduct business with integrity and in accordance with the highest ethical standards. Our Nominating and Corporate Governance Committee plays an active role in managing corporate governance and reputational risk and in developing and adopting corporate policies, processes and procedures that ensure full compliance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), promote ethical business practices and benefit our stockholders. We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. The following highlights certain key aspects of our corporate governance framework:

 

 

S-8		STORE Capital Corporation

Questions and Answers

Please see the section titled “Questions and Answers” under the heading “About the Proxy Materials and Voting Information” for important information about the proxy materials, voting, the Annual Meeting, STORE’s corporate governance documents, communications and the deadlines to submit stockholder proposals and director nominees for the 2023 annual meeting of stockholders. Additional questions may be directed to Chad A. Freed, STORE’s Executive Vice President – General Counsel, Chief Compliance Officer and Secretary, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255.

Learn More About STORE

You can learn more about STORE, view our corporate governance materials, read our 2021 Corporate Responsibility Report and much more by visiting our website at www.storecapital.com.

Please also visit STORE’s 2022 Annual Meeting website, www.virtualshareholdermeeting.com/STOR2022, to easily access our interactive proxy materials, vote through the Internet, submit questions in advance of the 2022 Annual Meeting of Stockholders and listen to a live webcast of the meeting.

 

 

						2022 Proxy Statement		S-9

GOVERNANCE

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

 

2022 Director Nominees

The number of directors that serve on our Board is currently set at nine and may be fixed from time to time by our Board in the manner provided in our charter and bylaws. Upon the unanimous recommendation of our Nominating and Corporate Governance Committee, our Board has unanimously nominated the following candidates for election as directors at the Annual Meeting:

 

 

 

If any of the foregoing nominees should be unable or unwilling to stand for election at the time of the Annual Meeting, proxies will be voted for a replacement nominee designated by our Board or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. At this time, our Board knows of no reason why the nominees listed above may not be able to serve as a director if elected.

Each of the nine director nominees currently serves as a director of the Company and, except for Messrs. Ahsan and Edwards who were appointed to the Board in February 2022, each was elected at the 2021 annual meeting of stockholders. If elected, each director will hold office until the 2023 annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Our Board and our Nominating and Corporate Governance Committee believe that the combination of the various qualifications, attributes, skills and experiences of the director nominees has contributed and will continue to contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to STORE’s management.

 

						2022 Proxy Statement		1

Set forth below is biographical information for each director nominee named above. The following information also describes the specific experience, qualifications, attributes and skills that qualify each person to serve on STORE’s Board.

 

Jawad Ahsan     Age: 42   Director Since: 2022   Independent: Yes   Committees: Audit Compensation		Mr. Ahsan was appointed to the Board in 2022. Mr. Ahsan has served as the Chief Financial Officer of Axon Enterprise, Inc. (“Axon”), a provider of connected public safety technologies, since 2017. In that capacity, Mr. Ahsan is responsible for leading Axon’s global finance, corporate strategy, legal and IT organizations. He also serves as the executive sponsor and owner of Axon’s consumer-facing business and its diversity, equity and inclusion initiatives. Prior to Axon, he served as Chief Financial Officer of a market intelligence technology company that is now part of Kantar Group Limited. He also spent 13 years in various roles at General Electric Company (“GE”), most notably serving as Chief Financial Officer for GE’s electronic health record software business, Centricity. Mr. Ahsan earned a B.A. degree in Economics from the College of the Holy Cross and an M.B.A. degree from the Sloan School of Management at the Massachusetts Institute of Technology.		Specific Qualifications, Attributes, Skills and Experience:   •  Service as a chief financial officer of a public company •  Expertise in accounting and finance •  Top leadership experience as a senior executive   Other Public Company Boards:   •  None

 

Joseph M. Donovan     Age: 67   Director Since: 2014   Independent: Yes   Committees: Audit Investment		Mr. Donovan has served as a director since 2014. Mr. Donovan currently serves on the board of directors of DBRS Morningstar, a regulated credit rating agency and subsidiary of Morningstar, Inc. (NASDAQ: MORN). From 2007 until August 2021, Mr. Donovan served as the non-executive Chairman of the board of directors and Chairman of the audit committee of Fly Leasing Limited, a Dublin, Ireland based commercial aircraft leasing company (NYSE: FLY). Prior to his retirement in January 2007, Mr. Donovan was chairman of Credit Suisse’s Asset-Backed Securities and Debt Financing Group, which he led for nearly seven years. Prior to that time, Mr. Donovan was a managing director and head of Asset Finance at Prudential Securities (1998-2000) and Smith Barney (1995-1997). Mr. Donovan began his investment banking career at The First Boston Corporation in 1983, ultimately becoming a managing director at CS First Boston, where he served as Chief Operating Officer of the Investment Banking Department from 1992 to 1995. Mr. Donovan was formerly a licensed certified public accountant. Mr. Donovan holds a B.B.A. degree in Accountancy from the University of Notre Dame and an M.B.A. degree with a concentration in Finance from the Wharton School, University of Pennsylvania.		Specific Qualifications, Attributes, Skills and Experience:   •  Service as a member of public company boards of directors •  Extensive investment banking and capital markets experience •  Expertise in accounting and finance   Other Public Company Boards:   •  None

 

2		STORE Capital Corporation

David M. Edwards     Age: 62   Director Since: 2022   Independent: Yes   Committees: Investment Nominating and Corporate Governance		Mr. Edwards was appointed to the Board in 2022. Mr. Edwards has served as a Managing Partner of Edwards Williams Consulting, LLC, a consulting firm that advises enterprise clients in banking, insurance, telecom and payments how to navigate the increasingly complex universe of data, analytics and marketing technology, since 2016. Prior to founding Edwards Williams Consulting, LLC, Mr. Edwards served as Senior Vice President and Chief Customer Officer at TIAA-CREF, a provider of financial services in the academic, research, medical, cultural and governmental fields, where he led teams responsible for marketing capabilities, customer insights and loyalty. He also spent 15 years at American Express Company, a globally integrated payments company, in various positions, including Senior Vice President and Head of Customer Acquisition and Loyalty for its international business. Mr. Edwards earned B.S. and M.S. degrees in Agricultural Economics from the University of Georgia and a Ph.D. in Economics from Texas A&M University.		Specific Qualifications, Attributes, Skills and Experience:   •  Experience in customer acquisition and retention •  Extensive data analytics experience •  Management consulting, corporate management and operational experience   Other Public Company Boards:   •  None

 

Mary B. Fedewa     Age: 56   Director Since: 2016   Independent: No   Committees: None		Ms. Fedewa, who co-founded STORE in May 2011, has served as our Chief Executive Officer since April 15, 2021 and our President since September 2020, having previously served as our Chief Operating Officer since October 2017. She was appointed to serve as a director in August 2016. From our inception until October 2017 she served as our Executive Vice President – Acquisitions, Assistant Secretary and Assistant Treasurer. Ms. Fedewa has over 20 years of experience in a broad range of financial services. Prior to co-founding STORE, Ms. Fedewa spent several years investing as principal in single-tenant commercial real estate for private real estate companies. From 2004 to 2007, Ms. Fedewa was a Managing Director of Acquisitions at Spirit Finance Corporation (now Spirit Realty Capital, Inc. (NYSE: SRC)) (“Spirit”), a REIT, originating net-lease transactions in a variety of industries across the United States. Prior to Spirit, Ms. Fedewa held numerous positions within GE Capital, concluding as a Senior Vice President of GE Capital Franchise Finance Corporation (“GE Franchise Finance”), which was the successor company to Franchise Finance Corporation of America (“FFCA”), a Scottsdale, Arizona-based REIT acquired by GE Capital in 2001. Throughout her GE Capital tenure, Ms. Fedewa held leadership positions within Mortgage Insurance, Private Label Financing and Commercial Finance. While at GE Capital, Ms. Fedewa was awarded a Six Sigma Black Belt and also served as a GE Quality Leader. Ms. Fedewa attended North Carolina State University, where she graduated summa cum laude with a B.A. degree in Business Management with a concentration in Finance.		Specific Qualifications, Attributes, Skills and Experience:   •  Familiarity with the Company’s history and operations •  Extensive experience acquiring and selling net-lease real estate •  Management service at three public companies   Other Public Company Boards:   •  None

 

						2022 Proxy Statement		3

Morton H. Fleischer     Age: 85   Director Since: 2011   Independent: Yes   Committees: None		Mr. Fleischer has served as a director since STORE’s organization in May 2011, including serving as the non-executive Chairman of the Board from May 2011 until April 15, 2021. Prior to his role with STORE, Mr. Fleischer co-founded Spirit and served as Chairman from its inception in 2003 to February 2010, including the three years that Spirit was publicly traded on the NYSE, 2004 to 2007. Prior to Spirit, Mr. Fleischer founded numerous real estate limited partnerships in the 1980s that were predecessors to FFCA, a REIT that he formed and took public on the NYSE in 1994. Mr. Fleischer served as FFCA’s Chairman of the board of directors and Chief Executive Officer until FFCA was acquired by GE Capital in 2001. FFCA was the nation’s largest publicly traded net-lease REIT and owned or financed over 5,000 single-tenant properties at the time of its sale to GE Capital in 2001. As a result of over 35 years of experience in the real estate and net-lease industries and the invaluable guidance, support and wisdom Mr. Fleischer provided to the Company in the early years of its formation, our executive team considers him an honorary founder of STORE and our Board has granted Mr. Fleischer the honorary title of Chair Emeritus.		Specific Qualifications, Attributes, Skills and Experience:   •  Familiarity with the Company’s history and operations •  Extensive real estate and capital markets experience •  Service as a chief executive officer of two public companies   Other Public Company Boards:   •  None

 

William F. Hipp     Age: 67   Director Since: 2016   Independent: Yes   Committees: Audit Compensation Investment		Mr. Hipp has served as a director since 2016. Mr. Hipp spent over 35 years in commercial banking, where he developed extensive experience with REITs, real estate capital markets and corporate finance. From 2004 until his retirement in 2015, Mr. Hipp was employed by KeyBank in various senior level roles, most recently as head of the Institutional Capital Group (“ICG”) for KeyBank’s real estate business, which he founded upon joining the bank and ran until his retirement. ICG’s mission is to identify real estate related borrowers, particularly public and private REITs and real estate opportunity funds with effective debt ratings ranging from high yield to mid investment grade, that have a significant need for bank debt and M&A advisory services, and for access to the syndicated loan market, the public equity markets and the commercial mortgage backed securities and agency debt markets (Fannie Mae/Freddie Mac). Through the ICG platform, KeyBank provided debt and equity capital and advisory services to real estate related borrowers, and Mr. Hipp, in his capacity as head of ICG, was responsible for formulating and implementing strategy and for client selection and initial credit and risk decisions. Prior to his employment with KeyBank, Mr. Hipp spent 20 years with BankBoston, as head of its real estate group, and FleetBoston (following the merger of BankBoston and Fleet Financial Group) as co-head of real estate. Mr. Hipp holds a B.A. degree in Economics from Emory University and an M.B.A. degree with a concentration in Finance and Accounting from Tulane University.		Specific Qualifications, Attributes, Skills and Experience:   •  Experience identifying, underwriting and evaluating real estate investments •  Familiarity with the Company’s history and operations •  Expertise in accounting and finance   Other Public Company Boards:   •  None

 

 

4		STORE Capital Corporation

Tawn Kelley     Age: 58   Director Since: 2020   Independent: Yes   Committees: Nominating and Corporate Governance		Ms. Kelley has served as our non-executive Chairman of the Board since December 2021 and as a director since February 2020. As Executive Vice President of Taylor Morrison Home Corporation (NYSE: TMHC) and President of its Financial Services unit, Ms. Kelley contributes to the executive leadership of Taylor Morrison and leads Taylor Morrison Home Funding, Inspired Title Services and Mortgage Funding Direct Ventures (“MFDV”), a management company that partnered with production homebuilders to create in-house mortgage subsidiaries. She is responsible for the management, financial performance and long-term growth strategies of these companies. Prior to joining Taylor Morrison, in 2001, Ms. Kelley founded and served as CEO and President of MFDV. Among the various partnerships under the MFDV family, Taylor Morrison Home Funding was also established in 2001. The successful partnership expanded nationally and evolved from a mortgage brokerage to a lender, ultimately paving the way for Taylor Morrison to acquire the MFDV management company in 2009.		Specific Qualifications, Attributes, Skills and Experience:   •  Experience in the real estate industry •  Experience as a senior operating executive of a public company •  Expertise in lending and finance   Other Public Company Boards:   •  None

 

Catherine D. Rice     Age: 62   Director Since: 2017   Independent: Yes   Committees: Audit Investment		Ms. Rice has served as a director since October 2017 and served as Lead Independent Director from April 2021 to December 2021. Ms. Rice has over 30 years of experience in the real estate capital and investment markets and in the management and operation of public and private real estate companies. She currently serves as the Chair of the board of directors and as an audit committee member of BrightSpire Capital, Inc. (NYSE: BRSP), one of the largest commercial real estate credit REITs. Ms. Rice also currently serves on the board of directors of RMG Acquisition Corp III (NASDAQ: RMGCU), a special purpose acquisition company. From 2013 to 2016, Ms. Rice was Chief Financial Officer and then Senior Managing Director of W.P. Carey (NYSE: WPC), one of the largest global net lease REITs, where she completed a comprehensive reorganization of the finance, accounting and IT functions and the build-out of the investor relations and capital markets areas. She was responsible for financial strategy, all public capital-raising initiatives, and a company-wide strategic evaluation. She was a member of the operating and investment committees. From 2010 to 2013, Ms. Rice was a partner at Parmenter Realty Partners, a private real estate investment firm focused on distressed and value-add properties in the Southern regions of the United States. Her responsibilities included both capital raising and investing for the firm’s fourth fund. From 2002 to 2009, Ms. Rice was the Chief Financial Officer of iStar Financial (NYSE: STAR), a publicly traded finance company focused on the commercial real estate industry, where she was responsible for financial strategy and capital-raising initiatives, financial reporting and investor relations. Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. During her career as an investment banker, she was involved in numerous capital-raising and strategic advisory transactions, including REIT IPOs, public and private debt and equity offerings, mergers and acquisitions, leveraged buyouts, and asset and corporate acquisitions and dispositions. Ms. Rice received a B.A. degree from the University of Colorado and an M.B.A. degree from Columbia University.		Specific Qualifications, Attributes, Skills and Experience:   •  Extensive real estate and capital markets experience •  Service as a chief financial officer of a public company •  Experience investing in and managing commercial real estate projects   Other Public Company Boards:   •  BrightSpire Capital, Inc. (NYSE: BRSP) •  RMG Acquisition Corp III (NASDAQ: RMGCU)

 

						2022 Proxy Statement		5

Quentin P. Smith, Jr.     Age: 70   Director Since: 2014   Independent: Yes   Committees: Compensation Nominating and Corporate Governance		Mr. Smith has served as a director since 2014. Mr. Smith is the founder and President of Cadre Business Advisors LLC (“Cadre”), a management consulting firm that specializes in strategic planning, business performance improvement, capital formation and turnaround management. Prior to starting Cadre, Mr. Smith was Partner in Charge of Arthur Andersen’s Desert Southwest business consulting practice with responsibility for business development and client engagement management for Arizona and New Mexico. Mr. Smith has business development, growth and operational profit and loss experience across a wide variety of industries. Mr. Smith also has over eight years of diversified corporate management experience. Since 2001, Mr. Smith has served as a director, currently as Chairman of the board of directors, of Banner Health. Since January 2022, Mr. Smith has served as a member of the board of directors of Orion Holdings Group, Inc. (NYSE: ORN), a specialty construction company serving the infrastructure, industrial and building sectors. From January 2015 through March 2017, Mr. Smith served as a member of the board of directors of Patriot National, Inc. (NYSE: PN), a provider of comprehensive full-service outsourcing solutions within the workers’ compensation insurance marketplace, chaired its compensation committee and served on its audit committee. He has served on the boards of the Arizona Public Service Company and Arizona MultiBank, as well as on the boards of Employee Solutions, Inc., Rodel, Inc. and iCrossing, Inc. until those companies were sold or acquired. Mr. Smith holds a B.S. degree in Industrial Management and Computer Science from Purdue University and an M.B.A. degree from Pepperdine University.		Specific Qualifications, Attributes, Skills and Experience:   •  Current and prior service as a member of public company boards of directors •  Management consulting, corporate management and operational experience •  Experience on public company compensation and audit committees   Other Public Company Boards:   •  Orion Holdings Group, Inc. (NYSE: ORN)

Board Recommendation

Our Board recommends that you vote “FOR” the election of each of the

director nominees named above.

 

6		STORE Capital Corporation

OUR BOARD OF DIRECTORS

Role of our Board

Our stockholders elect the members of our Board to oversee their interests in the long-term health and overall success of STORE’s business. Our Board serves as the ultimate decision-making body of STORE, except for those matters reserved to, or shared with, our stockholders. Our Board plays a critical role in the strategic planning process and regularly discusses strategy throughout the year. Our Board selects and oversees the members of our senior management team, who are charged by our Board with conducting the day-to-day business of STORE.

Board Composition and Refreshment

Our Board and its Nominating and Corporate Governance Committee seek nominees to serve on our Board who have diverse skills, professional experience and backgrounds and effectively represent the long-term interests of our many stakeholders. Our Board and its Nominating and Corporate Governance Committee also understand the importance of Board refreshment; because term limits may cause the loss of experience and expertise important to the optimal operation of our Board, we currently do not impose limits on the number of terms a director may serve, but we do strive to maintain an appropriate balance of tenure, turnover, diversity and skills on our Board. Our Board believes that new perspectives and ideas are critical to a forward-looking and strategic Board, as is the ability to benefit from the valuable experience and familiarity that longer-serving directors offer. Of our nine director nominees, four have joined the Board since the beginning of 2017.

Board Evaluation Process

Our Board believes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Our Board, acting through its Nominating and Corporate Governance Committee, conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively, and whether the combination and mixture of skills, experience and judgment that directors bring to our Board provide our Board with the necessary tools to perform its oversight function effectively. Each of our Audit, Compensation and Nominating and Corporate Governance Committees also conducts a self-evaluation at least annually and reports the results to our Board, acting through our Nominating and Corporate Governance Committee. The results of this evaluation process are discussed by the full Board and each applicable committee and changes in practices or procedures may be considered and implemented as appropriate. Our Nominating and Corporate Governance Committee may periodically review the format of the evaluation process to ensure that the matters being evaluated remain relevant and that useful feedback on the operation of our Board and its committees is received.

Director Nominee Selection Process and Considerations

Management-Recommended Director Candidates. Our Nominating and Corporate Governance Committee is responsible for recommending to our Board a slate of nominees for election at each annual meeting. Nominees may be suggested by directors, members of management or stockholders (as discussed below). In evaluating candidates to serve on our Board, our Nominating and Corporate Governance Committee’s objective is to select individuals with holistically diverse skills and experience that can assist STORE and our Board in achieving their business, governance and social responsibility objectives. The Committee considers individual qualifications, including relevant career experience, strength of character, maturity of judgment and experience in, and familiarity with, STORE’s industry and business. It also considers other factors it considers appropriate, which may include:

 

 

						2022 Proxy Statement		7

Though neither our Board nor its Nominating and Corporate Governance Committee has a formal policy concerning diversity, our Board values diversity on the Board, believes diversity should be considered in the director identification and

nominating process, and seeks to compose a Board that is holistically diverse, with a wide range of views, backgrounds, leadership and business experience and that includes women and underrepresented minorities. The Committee also considers the extent to which a candidate would fill a present need on our Board. In selecting director nominees, our Board seeks to monitor the mix of specific experiences, qualifications and skills of its members in order to assure that STORE’s Board, as a whole, has the necessary tools to perform its oversight function effectively in light of STORE’s business and structure.

 

Once a prospective nominee has been identified, our Nominating and Corporate Governance Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on the information provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

Stockholder-Recommended Director Candidates. A stockholder who desires to recommend a prospective nominee for the Board should notify Chad A. Freed, STORE’s Executive Vice President – General Counsel, Chief Compliance Officer and Secretary, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255. As set forth in the Company’s bylaws, to be timely, a stockholder’s notice must be delivered not earlier than the 150th day nor later than 5:00 p.m., Arizona time, on the 120th day prior to the first anniversary of the date STORE’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. Recommendations by stockholders that are made in accordance with these procedures will receive the same consideration by our Nominating and Corporate Governance Committee as other suggested nominees.

Stockholder-Nominated Director Candidates. Pursuant to our bylaws, stockholders are permitted to nominate directors in accordance with the advance notice provision contained in Article II, Section 11 of our bylaws. Article II, Section 11(a) provides that nominations of individuals for election to our Board may be made at an annual meeting of stockholders by any of our stockholders who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in Section 11(a) and at the time of the annual meeting and who is entitled to vote at the meeting in the election of each individual so nominated. For any nomination to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to our Secretary and satisfied the other requirements set forth in Article II, Section 11 of our bylaws. To be timely, a stockholder’s notice must be delivered to our principal executive offices (8377 East Hartford Drive, Suite 100, Scottsdale, AZ 85255) not less than 120 days nor more than 150 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting of stockholders; provided, however, if an annual meeting of stockholders is called for a date that is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, then, in order to be timely, a stockholder’s notice must be received by us no earlier than the 150th day prior to the date of such annual meeting and no later than the later of (a) the 120th day prior to the date of such annual meeting, as originally convened, or (b) the tenth day following the day on which public announcement of the date of such meeting is first made. The stockholder notice must comply with the information requirements set forth in our bylaws.

Proxy Access Rights

In 2019, we amended our bylaws to adopt a proxy access provision to permit a stockholder, or group of no more than 20 stockholders, meeting specified eligibility requirements, to include director nominees in STORE’s proxy materials for annual meetings of stockholders. In order to be eligible to utilize these proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:

 

•

have owned shares of common stock equal to at least 3% of the outstanding shares of STORE’s common stock continuously for at least the prior three years;

 

8		STORE Capital Corporation

•

represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control of STORE and that such stockholder or group does not presently have such intent; and

 

•

provide a notice requesting the inclusion of director nominees in our proxy materials and provide other required information to us not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of mailing of the notice for the prior year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the prior year’s annual meeting).

Additionally, all director nominees submitted through these provisions must be independent and meet specified additional criteria, and stockholders will not be entitled to utilize this proxy access right at an annual meeting if we receive notice through the advanced notice bylaw provisions that a stockholder intends to nominate a director at such meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed the greater of two directors or 20% of the number of directors then serving on our Board (rounding down to the closest whole number). The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws.

Annual Elections of Directors

We do not have a staggered board; our directors are elected each year at the annual meeting of stockholders to hold office until the next annual meeting and until their successors are elected and qualified. Our Nominating and Corporate Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

Policy on Directors Who Fail to Achieve a Majority Vote

Our Corporate Governance Guidelines provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director must receive the majority of the votes cast with respect to that director (without regard to withhold votes or broker non-votes). If a director does not receive a majority vote, the director will promptly, and in any event within ten (10) days from the date of the certification of the election results, tender his or her resignation to our Board. Our Nominating and Corporate Governance Committee will make a recommendation to our Board on whether to accept or reject the resignation, or whether other action should be taken. Our Board will act on the resignation taking into account the recommendation of its Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee, in making its recommendation, and our Board, in making its decision, may each consider any factors or other information that it considers appropriate and relevant, including, but not limited to:

 

•

the stated reasons, if any, why stockholders withheld their votes;

 

•

possible alternatives for curing the underlying cause of the withheld votes;

 

•

the director’s tenure, qualifications and past and expected future contributions to STORE; and

 

•

the overall composition of our Board, and whether accepting the tendered resignation would cause STORE to fail to meet any applicable rule or regulation, including under NYSE listing requirements and federal securities laws.

When deciding the action to take, our Board may accept or reject the resignation offer or, upon the recommendation of its Nominating and Corporate Governance Committee, decide to pursue alternative actions such as (i) allowing the director to remain on our Board but not be re-nominated to our Board at the end of the then current term, (ii) deferring acceptance of the resignation until a replacement director with certain necessary qualifications held by the subject director (for example, audit committee financial expertise) can be identified and elected to our Board or (iii) deferring acceptance of the resignation if the director can cure the underlying cause of the withheld votes within a specified period of time (for example, if the withheld votes were due to another board directorship, by resigning from that other board). If our Board accepts a director’s resignation offer, then our Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of our Board, in each case pursuant to the applicable provisions of our bylaws as then in effect. If our Board rejects a director’s resignation offer, then such director will continue to serve through the remainder of his or her term and until his or her successor is duly elected, or his or her earlier resignation or removal.

The director who tenders his or her resignation will not participate in the recommendation of our Nominating and Corporate Governance Committee or the decision of our Board with respect to his or her resignation; provided, however, that (i) if a majority of the members of our Nominating and Corporate Governance Committee did not receive the vote of

 

						2022 Proxy Statement		9

at least the majority of the votes cast with respect to each such member, then the independent directors of our Board (including any who received the vote of at least the majority of the votes cast in such election) shall appoint a committee amongst themselves to consider the resignation offers and recommend to our Board whether to accept them, and (ii) if three or fewer independent directors received at least “the majority of the votes cast” in the same election, then all independent directors may participate in any discussions or actions with respect to accepting or declining the resignation offers (except that no such director will vote to accept or decline his or her own resignation offer).

Our Board must take action on the resignation within 90 days of the certification of the election results and will publicly disclose its decision and its rationale promptly thereafter.

In addition, pursuant to our Corporate Governance Guidelines, a director who experiences a significant change in his or her principal current employer or principal employment, including any director who is currently an officer or employee of STORE, or other similarly significant change in professional occupation or association, is asked to consider whether his or her resignation is appropriate. Our Board will then determine the action, if any, to be taken with respect to any offer to resign.

BOARD AND COMMITTEE GOVERNANCE

We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. Accordingly, we have structured our corporate governance to align our interests with those of our stockholders, including but not limited to the following:

 

Director Attendance at Annual Meetings

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we expect that our directors will participate in our annual meetings, absent a valid reason for not doing so. Each of our then-serving directors attended the 2021 annual meeting of stockholders.

Board Leadership Structure

STORE’s Corporate Governance Guidelines provide our Board with flexibility to select the appropriate leadership structure for our company. In making leadership structure determinations, our Board considers many factors, including the specific needs of the business, corporate governance best practices, succession planning and the best interests of STORE’s stockholders. Our Board believes it is in the best interests of STORE and our stockholders to retain this flexibility in determining the appropriate leadership structure, recognizing that different structures may be appropriate in different circumstances.

 

10		STORE Capital Corporation

Board Executive Sessions

The non-management members of our Board meet in executive session without management present at the conclusion of each regular Board meeting. The Chairman of the Board acts as the presiding director over each of these executive sessions.

Board Role in Succession Planning

A key responsibility of our Board is to ensure that STORE has the necessary senior management talent to operate our business and be successful into the future. Our Nominating and Corporate Governance Committee is charged with periodically reviewing with our Board and our Chief Executive Officer the succession plans relating to positions held by executive officers and making recommendations to our Board with respect to the selection of individuals to occupy those positions. In addition, as part of its strategic planning process, management, with the oversight of the Board, conducts an extensive talent evaluation that includes the identification of the “next person up” for key positions. Consistent with its responsibilities, our Nominating and Corporate Governance Committee regularly discusses succession planning with our Chief Executive Officer and reports to our Board regarding those plans.

Our consistent focus on succession planning resulted in several planned senior management transitions during 2020 and 2021. In September 2020, we promoted Mary B. Fedewa to the position of President and Chief Operating Officer and Craig A. Barnett and Tyler S. Maertz, both long-time members of the STORE team, to the positions of Executive Vice President – Underwriting and Portfolio Management and Executive Vice President – Acquisitions, respectively. In April 2021, we further promoted Ms. Fedewa to the position of President and Chief Executive Officer and, in November 2021, we appointed Sherry L. Rexroad to the position of Executive Vice President – Chief Financial Officer and Treasurer. In addition, in early 2022, we expanded our senior management team by promoting Alex McElyea to the position of Executive Vice President – Data, Analytics and Business Strategy and Lori Markson to Executive Vice President – Portfolio Operations. Lastly, our Board determined that STORE no longer needed the position of Executive Chair and eliminated that role prior to year end 2021.

Board Role in Risk Oversight

Our Board oversees the proper safeguarding of our corporate assets, the maintenance of appropriate financial and other internal controls and STORE’s compliance with applicable laws and regulations and proper governance. Inherent in these responsibilities is our Board’s understanding and oversight of a company-wide approach to risk management that is carried out by our senior leadership team. Our Board determines the appropriate risk for us generally, assesses the specific risks faced by us and reviews the steps taken by our senior leadership team to manage those risks. Our Board’s committees assist in discharging our Board’s risk oversight role by overseeing the subject matter responsibilities outlined below. Our Board retains full oversight responsibility for all subject matters not assigned to a committee. In fulfilling its risk management responsibilities, our Board recognizes that it is neither possible nor prudent to eliminate all risk and that purposeful and appropriate risk taking is essential for STORE to be competitive in its industry and to achieve our long-term strategic objectives. In performing its oversight responsibilities, our Board and its committees review policies and guidelines that senior management uses to manage STORE’s exposure to material categories of risk. As these issues sometimes overlap, committees address certain issues at the full Board level.

In addition, our Board oversees STORE’s cyber risk management program. In order to respond to the threat of security breaches and cyber-attacks, we have developed a program, under the leadership of our Senior Vice President – Information Technology, that is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, STORE. This program also includes a cyber-incident response plan. Our Audit Committee, which is tasked with oversight of certain risk issues, receives periodic reports and regularly briefs the full Board, on these matters, and the full Board also receives periodic briefings on cybersecurity threats in order to enhance our directors’ literacy on and awareness of cybersecurity issues.

 

						2022 Proxy Statement		11

In establishing our Board’s current leadership structure, risk oversight was one factor among many considered by our Board, and our Board believes that the current leadership structure is conducive to and appropriate for its risk oversight function. Our Board regularly reviews its leadership structure and evaluates whether it, and our Board as a whole, is functioning effectively. If, in the future, our Board believes that a change in its leadership structure is required to, or potentially could, improve our Board’s risk oversight function, it may make any change it deems appropriate.

 

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Committees and Meetings of the Board

During the year ended December 31, 2021, our full Board met six times. All of our directors attended 100% of our Board meetings and each director attended 100 % of the aggregate total number of Board meetings and the total number of meetings held by all standing committees on which he or she served that were held during the year ended December 31, 2021 and that were held while such person was a director of STORE or a member of such committee. Our Board has four standing committees: our Audit Committee, our Compensation Committee, our Nominating and Corporate Governance Committee, and our Investment Committee. The charters of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee are available on our investor relations website at http://ir.storecapital.com. Our Board may establish other committees as it deems necessary or appropriate from time to time.

 

 

 

						2022 Proxy Statement		13

 

Changes in Committee Composition

Effective as of June 4, 2021, the Board approved certain changes to the composition of its standing committees. In connection with such changes (i) Morton H. Fleischer resigned as a member of the Compensation, Nominating and Corporate Governance and Investment Committees; (ii) Tawn Kelley was appointed as the Chair of the Nominating and Corporate Governance Committee; and (iii) William F. Hipp was appointed as a member of the Compensation Committee. On November 2, 2021, William F. Hipp was appointed as the Chair of the Investment Committee. Effective February 17, 2022, Einar A. Seadler resigned from his position as a member of the Board, including as a member of the Nominating and Corporate Governance Committee and the Compensation Committee.

Communication with the Board

Stockholders and other interested parties who desire to contact our Board, a particular Board committee, a particular group of directors (e.g., our independent directors), or individual members of our Board, including our Chairman of the Board, may do so electronically by email at CorporateSecretary@storecapital.com, or by mail addressed to the named individual, the committee, the group or our Board as a whole c/o Chad A. Freed, Executive Vice President – General Counsel, Chief Compliance Officer and Secretary, at STORE Capital Corporation, 8377 East Hartford Drive, Suite 100, Scottsdale, AZ 85255. In general, any communication delivered to us for forwarding to our Board, a Board committee, a particular group of directors or specified Board members will be forwarded in accordance with the stockholder’s instruction, except that we reserve the right not to forward any abusive, threatening or otherwise inappropriate materials.

 

14		STORE Capital Corporation

ADDITIONAL CORPORATE GOVERNANCE FEATURES

Stockholder Authority to Amend Bylaws

At our 2019 annual meeting of stockholders, a supermajority of our stockholders, representing approximately 72% of the votes cast on the proposal, approved an amendment to our bylaws that allows stockholders to amend STORE’s bylaws by a majority vote of the outstanding shares entitled to be cast on the matter, pursuant to a binding proposal submitted for approval at a duly called annual meeting or special meeting of stockholders. Under this amendment as approved by our stockholders, such a binding proposal must (i) be submitted by a stockholder, or group of up to 20 stockholders, (a) owning at least 3% of STORE’s outstanding common stock continuously for at least the prior three years, and (b) satisfying certain eligibility, procedural and disclosure requirements set forth in Sections 3 and 11 of Article II of our bylaws, and (ii) not seek to alter or repeal (x) Article XII of the bylaws, which provides for indemnification and advancement of expenses for STORE’s directors and officers, (y) Article XIV of the bylaws, which provides an exclusive forum for certain litigation, or (z) Article XV, which addresses procedures for amendment of the bylaws, without the approval of our Board.

Stockholder Engagement

Over the years, we have developed our stockholder engagement program as a means to provide continuous and meaningful interaction with our stockholders. We engage with our stockholders through a multi-pronged program pursuant to which we seek input, address questions and concerns and provide perspective on STORE’s policies and practices to our stockholders throughout the entire year. In developing our approach to stockholder engagement, our principal goal is to develop strong relationships with our key stockholders that will allow us to understand those issues that are most meaningful to them, thereby giving us insight into stockholder support of any initiatives and strategies that we propose to implement in furtherance of our long-term growth, improved governance or other matters. We recognize that stockholders are the owners of STORE and we use every component of the engagement effort to provide stockholders with detailed disclosures about our business and our thoughts on relevant issues, including the rationale for our corporate strategy.

The key components of our stockholder engagement program are:

 

•

Direct Engagement. Each year our management seeks to engage with our significant stockholders on matters related to our business, corporate governance or other matters that they may wish to discuss. These engagements consist of focused, one-on-one meetings (in person or via teleconference or videoconference) between stockholders and our management that are designed to give our institutional stockholders an opportunity to better understand our company so that they may speak directly with management regarding any concerns they have, as well as fulfill their own fiduciary duties to their own investors.

 

•

Quarterly Investor Presentation. Each quarter, together with the filing of our earnings release, we prepare and file a comprehensive investor presentation that provides detailed information regarding our corporate strategy, financial results, investment portfolio statistics and other key metrics regarding our business. We update this presentation each quarter, file it with the SEC and make it available on our investor relations website.

 

•

Annual Letter to Stockholders. On an annual basis, our Chief Executive Officer publishes a letter to our stockholders that provides insights into our financial performance, the foundational elements of our business, the long-term strategies that we follow and the value that we provide to our customers.

We supplement these efforts throughout the year through post-earnings communications, participation at industry and investor conferences and general availability to respond to investor inquiries. We believe this multi-pronged approach to stockholder engagement allows us to maintain meaningful interaction with a broad audience including large institutional investors, smaller to mid-size institutions, pension funds, advisory firms and individual investors. We expect the widespread adoption and use of virtual technology in place of in-person meetings resulting from the COVID-19 pandemic to continue into the future and, thus, expect the number of interactions with our investors to increase over time.

Virtual Stockholder Meeting

We conduct each annual meeting as a “virtual meeting,” allowing our stockholders to join remotely from anywhere with an Internet connection. Our virtual meeting platform empowers stockholders to submit questions to our Board and management team, who are then able to thoughtfully review and respond to those questions in an organized manner. We remain very sensitive to concerns regarding virtual meetings generally from investor advisory groups and other stockholder rights advocates, who have suggested that virtual meetings may diminish stockholder voice or reduce

 

						2022 Proxy Statement		15

accountability. Accordingly, we have designed this virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the online format allows stockholders to communicate with us in advance of, and during, the meeting so they can ask questions of our Board or management. During the live question-and-answer session of the meeting, we answer questions as they come in and address those asked in advance, as time permits. We have committed to publishing and answering each question received following the meeting. Although the live webcast is available only to stockholders at the time of the meeting, a replay of the meeting is made publicly available on our investor relations site. We have continued to receive positive support from larger stockholders who have indicated the virtual format is beneficial and appropriate in the context of our broader direct outreach program, our geographic location, which is far removed from the offices of our principal investors, and the limitations on physical meetings resulting from the COVID-19 pandemic.

Virtual stockholder meetings also offer other benefits. We avoid the time, effort and elevated expenses of organizing physical meetings, which historically have been attended by only a few stockholders; our stockholders who wish to attend our annual meeting do not need to incur travel and other costs to do so; and we reduce the environmental impact our annual meetings have by cutting transport and related carbon emissions, paper materials and other negative impacts necessarily a part of a physical meeting. Our virtual meeting platform also allows us to better track attendance and more easily verify the identity of our stockholders. We believe these factors allow us to conduct our annual meetings in a manner that is more meaningful to us and our stockholders.

Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies

Our Board considers it inappropriate for any director, officer or employee to enter into speculative transactions in STORE securities, as well as transactions that, while allowing the holder to own STORE securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of other stockholders. Our Corporate Governance Guidelines accordingly prohibit the purchase or sale of puts, calls, options or other derivative securities based on STORE securities by directors, officers or employees. These guidelines also prohibit hedging or monetization transactions, such as forward sale contracts, in which the holder continues to own the underlying security without all the risks or rewards of ownership. Under the terms of our Insider Trading Policy, our directors and executive officers are additionally prohibited from engaging in short sales of our common stock, from purchasing securities on margin or, except with the prior written consent of our Chief Compliance Officer, pledging securities as collateral for a loan or other arrangement.

Stock Ownership Guidelines Applicable to Executive Officers and Outside Directors

We believe that stock ownership by our executive officers and outside directors helps to align their interests with the interests of our stockholders. As such, we maintain a Stock Ownership Policy applicable to our executive officers and outside directors under which they are expected to maintain beneficial ownership of shares of our common stock with a value equal to the following:

 

Position		Minimum Equity Ownership Requirement
Chief Executive Officer		6x annual base salary
Executive Vice President		3x annual base salary
Outside Director		5x annual cash fees

Calculation of required ownership levels. These required stock ownership levels are based on the annual base salary or annual cash fees payable to an executive officer or outside director, as applicable, as of the date such person becomes subject to the stock ownership guidelines and the average closing sale price of STORE’s common stock for (i) in the case of persons subject to the policy who were in their respective office as of February 17, 2016 (the date the policy was adopted), the 60 trading days following February 17, 2016, and (ii) in the case of persons subject to the policy who assumed their respective office after February 17, 2016, the 60 trading days prior to the date they assumed such office. The requirement is determined on an individual basis, first in dollars as a multiple of the person’s annual base salary or annual cash fees, as applicable, and then by converting such amount to a fixed number of shares based on the applicable average closing sale price. Once established, a person’s requirement will not change due to changes in his or her base salary or annual cash director fees or fluctuations in STORE’s stock price and will only change in connection with an appointment to a different executive position.

 

16		STORE Capital Corporation

Eligible equity. Each person may count toward his or her ownership requirement shares owned directly, including restricted stock and shares deliverable upon settlement of restricted stock units the performance period for which has been completed (but not restricted stock units still subject to the achievement of performance goals) and shares owned indirectly, provided the person has an economic interest in the shares. Stock options and outstanding performance-based awards do not count toward the requirement.

Satisfying the requirement. Each person subject to the policy has five years to satisfy his or her applicable ownership requirement after becoming subject to the policy or following a change in the person’s ownership requirement. If a person does not satisfy the specified ownership levels when the applicable transition period ends, our Stock Ownership Policy does not require the person to purchase shares in the open market but does require that person to retain 100% of any shares then held and any shares subsequently acquired pursuant to any equity grants (after the payment of any applicable exercise costs and taxes) until the minimum ownership requirement is satisfied. As of December 31, 2021, all of our directors and executive officers were in compliance with our Stock Ownership Policy.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted our Corporate Governance Guidelines and our Code of Business Conduct and Ethics that apply to all of our directors, officers and employees. Current versions of these corporate governance documents are available free of charge on STORE’s investor relations website at http://ir.storecapital.com and in print to any stockholder who requests copies by contacting Chad A. Freed, STORE’s Executive Vice President – General Counsel, Chief Compliance Officer and Secretary, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255. We will promptly disclose to our stockholders, if required by applicable law or NYSE rules and regulations, any amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, www.storecapital.com, rather than by filing a Form 8-K.

Management of Our Human Capital

We believe that to continue to deliver strong financial results, we must execute on a human capital strategy that prioritizes, among other things: (i) establishing a work environment that attracts, develops and retains top talent; (ii) affording our employees an engaging work experience that allows for career development and opportunities for meaningful civic involvement; (iii) evaluating compensation and benefits and rewarding outstanding performance; (iv) engaging with, and obtaining feedback from, our employees on their workplace experiences; (v) enabling every employee, at every level, to be treated with dignity and respect, to be free from discrimination and harassment and to devote their full attention and best efforts to performing their job to the best of their respective abilities and (vi) communicating with our Board on key topics.

As part of our efforts to achieve these priorities:

 

•

We seek to foster a diverse and vibrant workplace of individuals who possess a broad range of experiences, backgrounds and skills. Our nine-person board includes five diverse members, including three women and two underrepresented minorities. At the management level, 43% of our executive officers and 50% of our officers at the level of Senior Vice President and above are women, including Mary B. Fedewa, our President and Chief Executive Officer, Sherry L. Rexroad, our Executive Vice President – Chief Financial Officer and Treasurer, and Lori Markson, our Executive Vice President – Portfolio Operations.

 

•

We empower our employees through employee-run engagement committees that develop and influence new employee onboarding, personal growth and professional development programs, STORE social and team-building events and health and wellness programs.

 

•

We actively support charitable organizations that promote education, environmentally sustainable practices and social well-being, and we encourage our employees to personally volunteer with organizations that are meaningful to them.

 

•

We seek to identify future leaders and equip them with the tools for management roles within our company. Our Board periodically reviews with our Chief Executive Officer the identity, skills and characteristics of those persons who could succeed to senior and executive management team positions.

As a result of our succession planning efforts and focus, we believe that we have a deep bench of men and women who are collectively fully capable of professionally operating our business and fulfilling the STORE vision.

 

						2022 Proxy Statement		17

Management of Our Environmental Impact

STORE is a net-lease REIT. We acquire single-tenant operational real estate (or profit center properties) from business owners, and then lease the properties back to the business owners under long-term net-leases, substantially all of which are triple-net. Under a triple-net lease, the tenant is solely responsible for operating the business conducted in the building subject to the lease, keeping the building in good order and repair, remodeling and updating the building as it deems appropriate to maximize business value and paying the insurance, property taxes and other property-related expenses. Under the triple-net lease model, therefore, it is the customer, and not STORE, that controls energy, water usage and waste and recycling practices and decides when and how to implement environmentally sustainable practices at a given property.

While we do not control the business operations at our properties, as the property owner, we nevertheless recognize that the operation of commercial real estate assets can have a meaningful impact on the environment – particularly with respect to resource consumption and waste generation – and on the health of building occupants. We also understand that, even though STORE’s business is not directly carbon-intensive, as virtually all the properties we own are operated by our tenants under triple-net leases (creating Scope 3 emissions), our tenants do present climate risk through the operation of their businesses. We are therefore committed to environmental sustainability and the mitigation of the environmental risks presented by our tenants’ businesses as we continue to grow our property portfolio. This commitment reflects the fact that the properties we acquire are subject to both state and federal environmental regulations, but, more importantly, it aligns with our belief that being conscious of, and seeking to address and manage environmental risks within our control, and supporting our customers to do the same in their businesses, plays a central role in building and sustaining successful enterprises and is material to the success of our own business.

DIRECTOR COMPENSATION

2021 Director Compensation

The following table sets forth the elements of our director compensation program in effect in 2021:

 

 

		Compensation Element		Position		2021
		Annual Cash Fees:		Non-Executive Chairman:		$140,000
				Other Non-Employee Directors:		$85,000
		Annual Equity Grant:		Non-Executive Chairman:		$185,000 in restricted stock that vests at the end of their one-year term
				Other Non-Employee Directors:		$130,000 in restricted stock that vests at the end of their one-year term
		Board and Committee Meeting Fees:		All Non-Employee Directors:		None
		Committee Chair Fee:		Audit:		$20,000
				Compensation:		$15,000
				Investment:		$15,000
				Nominating and Corporate Governance:		$12,500

In 2021, Messrs. Donovan and Smith also received additional cash fees of $20,000 and $15,000 for their service as the chairs of our Audit Committee and Compensation Committee, respectively. In addition, Ms. Kelley, who became Chair of the Nominating and Corporate Governance Committee effective June 4, 2021, received a prorated portion of the additional cash fees of $12,500 for service in that position (Mr. Fleischer did not receive additional fees for his service as the chair of the Nominating and Corporate Governance Committee prior to June 4, 2021) and Mr. Hipp, who became Chair of the Investment Committee effective November 2, 2021, received a prorated portion of the additional cash fees of $15,000 for service in that position.

The annual cash retainers are payable in four equal installments on the first business day of each quarter in arrears of service for the preceding quarter. The annual equity grant is made for prospective service, at the time of STORE’s annual

 

18		STORE Capital Corporation

meeting of stockholders, for the upcoming one-year term, except for the grant to Mr. Fleischer, which has historically been made in February of each year. Following the end of his service as Chairman of the Board, effective April 15, 2021, Mr. Fleischer earned compensation at the same rate as our other non-employee directors for his service on the Board.

The following table shows the compensation paid to the non-employee directors who served on our Board during 2021:

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)(2)				Total ($)
Morton H. Fleischer			119,923				200,007				319,930
Joseph M. Donovan			105,000				129,999				234,999
William F. Hipp			87,466				129,999				217,465
Tawn Kelley			92,941				130,752				223,693
Catherine D. Rice			107,759				129,999				237,758
Quentin P. Smith, Jr.			100,000				129,999				229,999
Einar A. Seadler(3)			88,646				129,999				218,645

 

(1)

All stock award amounts in this column reflect the aggregate grant date fair value of restricted stock calculated in accordance with FASB ASC Topic 718. For each director other than Mr. Fleischer, the number of shares of restricted stock granted in May 2021 was determined by dividing the grant date value of the award, $130,000, by $34.04 (the closing price of our common stock on May 27, 2021, the date of the grant), rounded down to the nearest whole share. Ms. Kelley’s total includes an additional $753.42, reflecting the prorated grant she received as a result of her ascension to the position of Chairman of the Board effective December 27, 2021. For Mr. Fleischer, the number of shares of restricted stock granted was determined by dividing the grant date value of the award, $200,000, by $32.14 (the closing price of our common stock on February 18, 2021, the date of the grant), rounded down to the nearest whole share.

 

(2)	As of December 31, 2021, our independent directors then in office had the following aggregate numbers of unvested stock awards outstanding:

 

Name		Unvested Stock    Awards
Morton H. Fleischer				15,292
Joseph M. Donovan				3,819
William F. Hipp				3,819
Tawn Kelley				3,819
Catherine D. Rice				3,819
Einar A. Seadler(3)				3,819
Quentin P. Smith, Jr.				3,819

 

(3)	Mr. Seadler resigned from the Board and as a member of each committee on which he served, effective February 17, 2022.

2022 Director Compensation

Our Compensation Committee periodically reviews the compensation of our non-employee directors and recommends changes to the Board when it deems appropriate. For 2022, our non-employee director compensation program will remain unchanged.

DIRECTOR INDEPENDENCE AND RELATED PARTY TRANSACTIONS

Independence Determinations

Under the corporate governance listing standards of the NYSE and our Corporate Governance Guidelines, our Board must consist of a majority of independent directors. In making independence determinations, our Board observes NYSE and SEC criteria and considers all relevant facts and circumstances. Under NYSE corporate governance listing standards, to be considered independent:

 

•

the director must not have a disqualifying relationship, as defined in the NYSE standards; and

 

•

our Board must affirmatively determine that the director otherwise has no material relationship with STORE directly, or as an officer, stockholder or partner of an organization that has a relationship with STORE.

 

						2022 Proxy Statement		19

Our Board, through its Nominating and Corporate Governance Committee, annually reviews all relevant business relationships any director and director nominee may have with STORE. As a result of its annual review, our Board has determined that none of the following director nominees has a material relationship with STORE and, as a result, such director nominees are independent: Jawad Ahsan, Joseph M. Donovan, David M. Edwards, Morton H. Fleischer, William F. Hipp, Tawn Kelley, Catherine D. Rice, and Quentin P. Smith, Jr.

Mary B. Fedewa, who serves as STORE’s President and Chief Executive Officer, is an executive officer of STORE and is therefore not an independent director.

All of the directors who serve as members of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee are independent as required by the NYSE corporate governance rules. Under these rules, our Audit Committee members also satisfy a separate SEC independence requirement and our Compensation Committee members also satisfy an additional NYSE independence requirement.

Certain Relationships and Related Party Transactions

Our Board has adopted a written statement of policy regarding transactions with related parties (our “Related Person Policy”). Our Related Person Policy requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K under the Securities Act of 1933, as amended) must promptly disclose to our Chief Compliance Officer any transaction in which the amount involved exceeds $1,000 and in which any related person had or will have a direct or indirect material interest and all material facts with respect thereto. Following a determination of whether the proposed transaction is material to STORE (with any transaction in which the amount involved exceeds $50,000 being deemed material for purposes of our Related Person Policy), our Chief Compliance Officer will report the transaction to our Audit Committee for its approval. No related party transaction will be executed without the approval or ratification of our Audit Committee. It is our policy that directors interested in a related party transaction will recuse themselves from any vote on a related party transaction in which they have an interest. Our Audit Committee will consider all relevant facts and circumstances when deliberating on such transactions, including whether such transactions are in, or not inconsistent with, the best interests of STORE and its stockholders.

The following is a summary of related party transactions since January 1, 2021. The related party transactions listed below were all approved by our Audit Committee and/or our Board.

 

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We are a party to indemnification agreements with our directors and certain members of management. These agreements require us to indemnify these individuals to the fullest extent permitted under Maryland law and our charter against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under securities laws may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC, such indemnification is against public policy and is therefore unenforceable. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

 

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Following a competitive bidding process conducted in the fall of 2018, we selected Berkshire Hathaway Specialty Insurance Company (“BHSIC”) to provide our primary layer of directors and officers liability insurance as well as Side A difference in condition coverage. For the policy period of December 31, 2021 through December 31, 2022, we paid a premium to BHSIC of $220,000 and $50,000, respectively, for such policies. In addition, we selected BHSIC to provide our employment practices liability insurance for the period of December 31, 2021 through December 31, 2022, and paid an additional premium of $12,916 for such policy. As of December 31, 2021, Berkshire Hathaway Inc., the parent company of BHSIC, beneficially owned approximately 8.9% of our outstanding common stock.

 

20		STORE Capital Corporation