8-K: Getty Realty Announces CIO Transition, Olear Retires

Getty Realty Corp. announced the retirement of Executive Vice President, Chief Investment Officer, and Chief Operating Officer Mark J. Olear, with Robert J. Ryan promoted to Chief Investment Officer.

Summary

• Mark J. Olear is retiring from his position as Executive Vice President, Chief Investment Officer, and Chief Operating Officer of Getty Realty Corp., effective February 27, 2026.
• Robert J. (RJ) Ryan, the company's current Senior Vice President of Acquisitions, has been selected to succeed Mr. Olear as Chief Investment Officer.
• The position of Chief Operating Officer will not be filled following Mr. Olear's retirement.
• Mr. Olear will continue to receive his current salary and benefits until his retirement date and is eligible for a discretionary cash bonus for calendar year 2025, 2025 supplemental retirement plan contributions, and employer matching contributions.
• Following his retirement, Mr. Olear will receive a lump-sum payment to reimburse COBRA premiums for himself and eligible dependents through September 30, 2026.
• Mr. Olear's 205,900 restricted stock units will fully vest as of his retirement date, with 118,800 time-vested units settled in common stock and the remaining accelerated units settled in a lump-sum cash payment.
• Mr. Olear will provide post-retirement consulting services to the company as an independent contractor from March 2, 2026, through September 30, 2027, receiving $25,000 per month until September 30, 2026, and $10,000 per month thereafter, plus potential additional fees for successful redevelopment projects.

Sentiment

Score: 7

Explanation: The announcement reflects a well-managed executive transition with an internal promotion and a consulting agreement to ensure continuity. While the loss of a long-serving executive is a minor negative, the planned nature and experienced successor mitigate concerns, suggesting stability and a positive outlook for leadership.

Positives

• The company is executing an orderly leadership transition with an internal promotion, ensuring continuity in its investment strategy.
• Robert J. Ryan, the new Chief Investment Officer, has significant experience within Getty Realty Corp. since 2016 and a strong background in real estate investment and asset management.
• Mark Olear will provide post-retirement consulting services, which will help ensure a smooth handover and allow the company to continue leveraging his expertise for specific projects.
• Management expressed confidence in RJ Ryan's ability to continue growing and diversifying the company's portfolio of convenience and automotive retail properties.

Negatives

• The company is losing a highly experienced executive, Mark J. Olear, who has contributed significantly to the transformation of its portfolio over the last decade.
• The Chief Operating Officer position will not be filled, which could lead to a redistribution of responsibilities among other executives or a change in operational structure.

Future Outlook

Management expressed confidence in Robert J. Ryan's ability to continue growing and diversifying the company's portfolio of convenience and automotive retail properties, building upon the strong foundation established.

Management Comments

• "I want to congratulate Mark on completing a successful real estate career spanning more than 40 years. He has led the transformation of our portfolio over the last decade and positioned us for continued success. Mark has been an invaluable resource to me, and a great mentor for his team. He will be missed and we wish him all the best in retirement." Christopher J. Constant, President & Chief Executive Officer.
• "I also want to congratulate RJ on his promotion. RJ has been an invaluable member and effective leader of Gettys acquisitions team, and I am confident that he will thrive in his new role as we continue to grow and diversify our portfolio of convenience and automotive retail properties." Christopher J. Constant, President & Chief Executive Officer.
• "I am honored to step into this role and thank the Board of Directors for the trust they have placed in me. Working closely with Mark over the past decade has been a privilege, and I am deeply appreciative of his leadership, guidance and mentorship. I'm excited about the opportunity to build upon the strong foundation we have established at Getty." Robert J. Ryan.
• "It has been an honor to work alongside such an amazing team. I am extremely proud of what we have accomplished and grateful for the opportunity to have contributed. I have appreciated the support of our Board of Directors, Chris, the executive team, and the entire organization throughout my tenure at Getty. I look forward to their continued success." Mark J. Olear.

Industry Context

This management transition is typical for mature REITs, ensuring leadership continuity and leveraging internal talent for key investment roles. The company's continued focus on growing and diversifying its convenience and automotive retail portfolio aligns with ongoing trends in specialized real estate sectors, which often seek stable, long-term lease structures.

Management Changes

Stakeholder Impact

• **Shareholders**: The planned and orderly executive transition with an experienced internal successor is likely to be viewed positively or neutrally, suggesting stability in leadership and investment strategy.
• **Employees**: The promotion of an internal candidate like RJ Ryan can boost morale and demonstrate clear career progression paths within the company. The elimination of the COO role may lead to some internal restructuring of responsibilities.
• **Customers/Suppliers**: No direct immediate impact is anticipated, as the core business operations and strategic direction are expected to continue smoothly under the new leadership.

Next Steps

• Mark J. Olear will continue to serve in his current roles until his retirement date, working with Mr. Ryan and the management team to effect an orderly transition.
• Mr. Olear will provide post-retirement advisory and consulting services to the company as an independent contractor from March 2, 2026, through September 30, 2027.
• The Retirement Agreement and Consulting Agreement will be filed as Exhibits to the Company's Annual Report on Form 10-K for the year ending December 31, 2025.

Key Dates

Recommendation

The filing details a planned and orderly executive transition, with a long-serving executive retiring and an experienced internal candidate stepping into the Chief Investment Officer role. The company has implemented measures, including a consulting agreement, to ensure continuity. While the loss of a key executive is notable, the smooth succession plan and the company's established position as a net lease REIT specializing in convenience and automotive retail real estate suggest stability rather than a catalyst for significant upward or downward movement. Investors should hold their positions, monitoring future investment strategies under the new CIO.

Keywords

Getty Realty, GTY, REIT, net lease, management change, Chief Investment Officer, retirement, executive transition, real estate, convenience retail, automotive retail, corporate governance