Our Practices

Promoting effective risk oversight and management accountability through good corporate governance practices.

Spirit understands that good corporate governance practices help ensure that our directors, officers, and employees conduct business with fairness, integrity, and high ethical standards and that we deliver consistent and superior returns to our shareholders. Highlights of our sound governance principles and practices include:

Board & Committees

  • Ten (10) directors on our Board of Directors ("Board"): nine (9) are independent and four (4) are female
  • Independent Chairman of the Board
  • Wide range of age, tenure and backgrounds and commitment to diversity in recruitment including gender, age, tenure and experience
  • 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 audit, and without the presence of the CEO
  • Robust annual Board and Committee self-evaluations to ensure candid input from each independent director on the functioning of the Board collectively and each director individually
  • Independent compensation consultant assists the Compensation Committee to evaluate the compensation of our executive team 
  • Ongoing Board committee rotation
  • Board Investment Committee composed of a subset of independent board members who review and approve real estate transactions that meet certain thresholds

Key board statistics for Director ages, gender diversity, race/ethnicity diversity, and tenure.

Board Oversight of ESG

Our Nominating and Corporate Governance Committee is responsible for ESG oversight and receives ESG-related updates from the Executive Leadership Team at least quarterly and on an as-needed basis. While the Nominating and Corporate Governance Committee holds primary ESG-oversight at the Board level, our Audit and Compensation Committees also oversee ESG-related responsibilities specific to their committee scope. The chart outlines the flow of ESG reporting within our organization, as well as some of the core ESG-related responsibilities of each committee of the Board.

ESG Board Oversight

Policies & Governance

Spirit Realty Capital, Inc. is dedicated to conducting its business consistent with the highest standards of business ethics. We have an obligation to our employees, shareholders, customers, suppliers, community representatives and other business contacts to be honest, fair and forthright in all of our business activities. Corporate governance documents can be viewed here. You may file a risk-free, anonymous report of actual or suspected activities that may involve criminal conduct or violations to our Code of Ethics by clicking here or using the Ethics Helpline Telephone: (855)-502-2070

  • Disclosure Committee composed of members of management of the Company with established controls and procedures to ensure all required disclosures are timely and accurate
  • Whistleblower Policy and independent, 24-hour helpline for reporting illegal or improper conduct or ethical concerns anonymously. The Company has not received any whistleblower inquiries or reports through the hotline to date.
  • Management and our Board reviews and evaluates related party transactions 
  • Succession planning for the Board, Committees and executive management

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 shareholder to call a special meeting
  • Robust and active shareholder engagement program
  • Shareholder proxy access
  • No dual class common stock