Postal Realty Trust Inc.
06/02/2026 | Press release | Distributed by Public on 06/02/2026 15:06
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 2, 2026, and upon the recommendation of the Corporate Governance and Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Postal Realty Trust, Inc. (the "Company"), which recommendation was made with the assistance of Ferguson Partners Consulting, L.P., the Compensation Committee's independent compensation consultant, the Board approved the following changes to the annual cash retainers and annual equity awards granted to each non-employee Director effective from immediately following the Company's 2026 Annual Meeting of Stockholders:
•An annual (i) cash retainer of $37,500 and (ii) equity retainer of $75,000 for each non-employee Director's service as a member of the Board, inclusive of all Board attendance fees;
•An annual cash retainer of $25,000 for a non-employee Director's service as Chairperson of the Company's Audit Committee;
•An annual cash retainer of $15,000 for a non-employee Director's service as Chairperson of the Compensation Committee; and
•An annual cash retainer of $7,500 for each non-employee Director serving as a non-chairperson member of any committee of the Board (other than the Chairperson of the Board). The Chairperson of the Board is not entitled to any additional compensation for service on any committee of the Board.
No changes were made to the compensation received for a non-employee Director's service as Chairperson of the Board.
Directors will continue to be reimbursed for reasonable out-of-pocket expenses incurred in connection with participation in, or attendance at, Board and committee meetings. Payment of annual retainers will occur in single lump-sum payments following each applicable annual meeting of the Company's stockholders (or such other date determined by the Company), with newly appointed Directors and/or committee chairpersons receiving a pro rata payment based on the period of service during the applicable year.
Consistent with past practice, Directors will be permitted to elect to receive all or a portion of the cash compensation to which they are entitled in the form of equity awards pursuant to the Company's equity incentive plan then in effect, as amended and restated from time to time, including the right to elect such equity awards into the Company's Alignment of Interest Program, as amended and restated from time to time, subject to the terms of such plan, program, and applicable election procedures.
All other material terms of the policy previously in effect remain unchanged from the terms summarized under "Executive Officer and Director Compensation-Director Compensation" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026.
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