Accountable Corporate Governance

Effective Risk Oversight & Management Accountability

Sound corporate governance practices help ensure our directors, officers and employees conduct business with fairness, integrity and high ethical standards. They also ensure we deliver consistent and superior returns to our shareholders.

Suspected Wrongdoing?

File a risk-free, anonymous report of actual or suspected activities that may involve criminal conduct or violations to our Code of Ethics by visiting our Ethics Helpline or call 855.502.2070.

Governance Highlights

  • Of the nine directors on our Board of Directors, eight are independent and four are female
  • Commitment to diversity in recruitment, including gender, age, tenure and experience
  • Independent Chairman of the Board
  • Directors elected annually by majority vote
  • Audit, Nominating, and Corporate Governance and Compensation Committees are made up of independent directors only
  • Annual evaluation by the Board of each Board member’s independence (except the CEO)
  • Regular executive sessions of the Board, including with management, internal and external audits, and without the presence of the CEO
  • Each year, board members are asked to candidly evaluate overall board effectiveness as well as individual directors
  • Independent compensation consultant assists the Compensation Committee to evaluate executive team compensation
  • Ongoing Board committee rotation
  • Board Investment Committee (independent board members only) reviews and approves real estate transactions which meet certain thresholds

Board ESG Oversight


Our Nominating and Corporate Governance Committee is responsible for ESG oversight at the board level, receiving regular updates and reports. The Audit and Compensation Committees also oversee ESG-related responsibilities specific to their committee scope.

This chart illustrates the flow of ESG reporting, as well as core ESG-related responsibilities of each Board committee:

Environmental Social Governance Reporting Chart | Spirit Realty

Shareholder Rights & Engagement

  • Majority vote standard to amend/repeal Bylaw provisions, without subject matter restrictions
  • No shareholder rights plan, “poison pill” or other takeover defenses
  • Annual vote on say-on-pay
  • Majority vote for director elections
  • Majority standard for shareholders to call a special meeting
  • Robust and active shareholder engagement program
  • Shareholder proxy access
  • No dual class common stock