DEF 14A of InvenTrust Properties Corp.
Filed Mar 22, 2024 · FY20230001140361-24-014790
Our Board of Directors
Our Board of Directors Set forth below for each director is a discussion of the experience, qualifications, attributes or skills that led the nominating and corporate governance committee and the Board to conclude that the director is qualified and should serve as a director of InvenTrust.
Our Board of Directors
| STUART AITKEN Director Since: 2017 Age: 52 | Key Experience & Qualifications | | | Mr. Aitken is a seasoned technology and marketing executive who currently serves as Chief Merchant and Marketing Officer of The Kroger Co. He previously served as Chief Executive Officer of 84.51°, a wholly owned data analytics subsidiary of The Kroger Co. Prior to joining Kroger, Mr. Aitken served as the chief executive officer of dunnhumby USA, LLC from July 2010 to June 2015. Prior to that, he served as Executive Vice President and Chief Marketing Officer for arts-and-crafts retailer Michael’s Stores. Previously, he led marketing strategies, loyalty marketing, data analytics, innovation and category management at Safeway, Inc. for nearly a decade. Mr. Aitken received his Bachelor of Arts and Master of Science degrees in Information Management from Queen Margaret University and University of Strathclyde, respectively, both located in Scotland. Committees: ● Compensation (Chair) |
Our Board of Directors
| Amanda E. Black Director Since: 2018 Age: 48 | Key Experience & Qualifications | | | Ms. Black has over 25 years of experience as an investor across a diverse set of investment firms and strategies with a specialization in real estate. Ms. Black has extensive experience building and running financial businesses with roles at long-short, long-only, generalist investment funds, and proprietary trading within investment banks where she underwrote and invested in publicly traded real estate companies globally. Throughout her career she led teams and developed, managed and marketed various real estate related financial products. She most recently served as the Global Chief Investment Officer and Managing Director of JLP Asset Management, where she oversaw all investments globally for the firm. Prior to joining JLP Asset Management in 2014, Ms. Black served in roles at various financial institutions including UBS Investment Bank, Colony Capital and A.G. Edwards & Sons. Ms. Black holds an MBA from Saint Louis University and a B.S. from Southern Illinois University. She was previously licensed as a CPA and earned her CFA designation in 2005. Committees: ● Audit (Chair) |
Our Board of Directors
| DANIEL J. BUSCH Director Since: 2021 Age: 42 | Key Experience & Qualifications | | | Mr. Busch serves as our President and Chief Executive Officer. Mr. Busch was appointed to the position of CEO & Director of InvenTrust in August 2021 and President of InvenTrust in February 2021. Mr. Busch joined InvenTrust in September 2019, and served as our Executive Vice President, Chief Financial Officer and Treasurer until August 2021, providing oversight to our financial and accounting practices, and ensuring the financial viability of the Company’s strategy. Prior to that, Mr. Busch served as Managing Director, Retail at Green Street Advisors, an independent research and advisory firm for commercial real estate industry in North America and Europe, where he conducted independent research on the shopping center, regional mall, and net lease sectors. Previously, Mr. Busch served as an equity research analyst at Telsey Advisory Group. He is a member of the Urban Land Institute, contributing as an active member on the Commercial and Retail Development Council. Mr. Busch received a B.S. in Applied Economics and Management from Cornell University and an MBA with specializations in general finance, financial instruments and markets from New York University. |
Our Board of Directors
| THOMAS F. GLAVIN Director Since: 2007 Age: 64 | Key Experience & Qualifications | | | Mr. Glavin is the owner of Thomas F. Glavin & Associates, Inc., a certified public accounting firm that he started in 1988. In that capacity, Mr. Glavin specializes in providing accounting and tax services to closely held companies. Mr. Glavin began his career at Vavrus & Associates, a real estate firm, located in Joliet, Illinois, that owned and managed apartment buildings and health clubs. At Vavrus & Associates, Mr. Glavin was an internal auditor responsible for reviewing and implementing internal controls. In 1984, Mr. Glavin began working in the tax department of Touche Ross & Co., where he specialized in international taxation. In addition to his accounting experience, Mr. Glavin also has been involved in the real estate business for over 20 years. Mr. Glavin was a partner in Gateway Homes, which zoned, developed and managed a 440-unit manufactured home park in Frankfort, Illinois. The Manufactured Home Community was sold in April 2019. Mr. Glavin received his bachelor’s degree in accounting from Michigan State University in East Lansing, Michigan and a Master of Science in taxation from DePaul University, Chicago, Illinois. Mr. Glavin is a member of the Illinois CPA Society and the American Institute of Certified Public Accountants. Committees: ● Audit ● Nominating & Corporate Governance |
Our Board of Directors
| SCOTT A. NELSON Director Since: 2016 Age: 67 | Key Experience & Qualifications | | | Mr. Nelson is Principal of SAN Prop Advisors, a retail real estate advisory firm that he started in early 2016. Clients of SAN Prop Advisors have included major retailers and shopping center developers. Most recently, he served in various senior-level real estate positions at Target Corporation including Senior Vice President Target Properties Canada from 2015 to 2016; Senior Vice President, Target Properties – U.S. in 2014; Senior Vice President, Target Real Estate from 2007 to 2014; and Vice President of Real Estate from 2000 to 2007. In these roles, he was instrumental in the acquisition, development, and optimization of Target’s retail real estate portfolio. He joined the Target real estate department in 1995. Previously, Mr. Nelson spent 10 years at Mervyn’s, a West Coast department store chain, where he served in various positions including Director of Real Estate. He is a member of the International Council of Shopping Centers and served as a Trustee and Executive Committee member of the organization. Since 2009, Mr. Nelson has served as a board member of Heart of America, a non-profit focused on volunteering and improving learning environments in public schools. He is a real estate development and REIT guest speaker at Florida Gulf Coast University. Committees: ● Nominating and Corporate Governance (Chair) |
Our Board of Directors
| PAULA J. SABAN Director Since: 2004 Age: 70 | Key Experience & Qualifications | | | Ms. Saban has worked in the financial services and banking industry for over 25 years. She began her career in 1978 with Continental Bank, which later merged into Bank of America. From 1978 to 1990, Ms. Saban held various consultative sales roles in treasury management and traditional lending areas. She also managed client service teams and developed numerous client satisfaction programs. In 1990, Ms. Saban began designing and implementing various financial solutions for clients with Bank of America’s Private Bank and Banc of America Investment Services, Inc. Her clients included top management of publicly held companies and entrepreneurs. In addition to managing a diverse client portfolio, Ms. Saban was responsible for client management and overall client satisfaction. She retired from Bank of America in 2006 as a Senior Vice President/Private Client Manager. In 1994, Ms. Saban and her husband started a construction products company, Newport Distribution, Inc., of which she was secretary and treasurer, and a principal shareholder. The business was sold to a strategic buyer in 2021. Ms. Saban currently serves as a project-based development director of Interim Execs, a placement firm for interim CXO’s. Ms. Saban received her bachelor’s degree from MacMurray College, Jacksonville, Illinois, and her Master of Business Administration degree from DePaul University, Chicago, Illinois. She is a former president of the Fairview Elementary School PTA and a former trustee of both the Goodman Theatre and Urban Gateways. Ms. Saban served as the legislative chair of Illinois PTA District 37 and as liaison to the No Child Left Behind Task Force of School District 54. Ms. Saban previously served on the Board of Hands On Suburban Chicago, a not-for-profit organization that matches community and corporate volunteers of all ages and skills with opportunities to connect and serve. Ms. Saban is Co-Chair for Women Build, an initiative of Habitat for Humanity of Northern Fox Valley Illinois. Ms. Saban is a member of the Private Directors Association of Chicago and Madame Chair. Ms. Saban previously served as the Chairperson of the Board from 2017 until November 2023. Committees: ● Compensation ● Nominating and Corporate Governance |
Our Board of Directors
| SMITA N. SHAH Director Since: 2022 Age: 50 | Key Experience & Qualifications | | | Ms. Shah is the founder and Chief Executive Officer of SPAAN Tech, Inc., an architecture, engineering, and project management firm with 20+ years expertise in public and private infrastructure projects including transportation, aviation, facilities, and telecommunications systems. She has an extensive business and technical background, earning her Bachelor of Science from Northwestern University, a Master of Science in Civil and Environmental Engineering from M.I.T., and a Post Graduate Certificate in Management Studies from Oxford University. In recognition of Ms. Shah’s leadership and commitment to the community, she was appointed by President Biden to the President’s Commission on Asian Americans, Native Hawaiians and Pacific Islanders. Her additional civic engagement includes Board Member of the Museum of Science and Industry, Trustee of the Lincoln Academy of Illinois, Visiting Committee for MIT Department of Civil and Environmental Engineering, Environmental Law and Policy Center, and Harris School Council at University of Chicago. She was the recent past Vice Chairman of Chicago Plan Commission, supporting the development of Chicago for the past 14 years. Ms. Shah serves on the board of MacLean Fogg Company and is a member of the audit committee. She is a Co-Chair of Young President’s Organization (YPO) Chicago, and a member of the Economic Club and Commercial Club of Chicago. Ms. Shah also served as a U.S. delegate for the APEC Women and the Economy Forum (WEF) and is a recipient of the congressionally recognized Ellis Island Medal of Honor. Committees: ● Audit ● Nominating and Corporate Governance |
Our Board of Directors
| MICHAEL A. STEIN Director Since: 2016 Age: 74 | Key Experience & Qualifications | | | Mr. Stein served as Senior Vice President and Chief Financial Officer of ICOS Corporation, a biotechnology company, from 2001 until its acquisition by Eli Lilly in 2007. Mr. Stein was Executive Vice President and Chief Financial Officer of Nordstrom, Inc. from 1998 to 2000. He served in various capacities with Marriott International, Inc. from 1989 to 1998, including Executive Vice President and Chief Financial Officer from 1993 to 1998. Previously, Mr. Stein spent nearly 20 years in public accounting at Arthur Andersen LLP, where he was a Partner. Mr. Stein served on the board of directors of Apartment Investment and Management Company (AIMCO), a NYSE listed public REIT, from 2004 until December 2022. AIMCO is focused on property development, redevelopment and various other value-creating investment strategies, targeting the U.S. multifamily market. He served as chair of the investment committee, and served on AIMCO’s audit, compensation and human resources, and nominating, environmental, social, and governance committee. From mid-December 2020, when it was spun-off from AIMCO, until its first annual meeting, on December 7, 2021, Mr. Stein served on the board of directors of Apartment Income REIT Corp (AIR), a NYSE listed public REIT focused on the ownership and management of quality apartment communities located in the largest markets in the United States. He was a member of the audit, compensation and human resources, and nominating and corporate governance committees at AIR. He has also served on the board of directors of two other NYSE companies, Nautilus, Inc. (2007 to 2011) and Getty Images, Inc. (2002- 2008), and Providence Health & Services, a not-for-profit health system, (2008 to 2016), and Fred Hutchinson Cancer Research Center (2001 to 2007). Mr. Stein has a Bachelor of Science degree from the University of Maryland. Committees: ● Audit ● Compensation |
Our Board of Directors
| JULIAN E. WHITEHURST Director Since: 2016 Chairperson Since: 2023 Age: 66 | Key Experience & Qualifications | | | Mr. Whitehurst served as a director and as Chief Executive Officer of National Retail Properties, Inc. from 2017 to 2022. He joined National Retail Properties in 2003 and subsequently served in various executive roles, including General Counsel, Chief Operating Officer and President prior to being appointed CEO. He retired as CEO and resigned from the board of directors of National Retail Properties, Inc. in April 2022. Prior to joining National Retail Properties in 2003, Mr. Whitehurst was a partner at the Lowndes Law Firm. Mr. Whitehurst has served in leadership and service roles in various charitable and education related non-profits, as well as industry associations Nareit and ICSC. Effective November 8, 2023, the board of directors of the Company appointed Mr. Whitehurst Chairperson of the Board. Committees: ● Compensation (Chair) |
Our Board of Directors
Director Compensation Under our Director Compensation Program, effective as of May 5, 2022 (the “Director Compensation Program”), each non-employee director is entitled to receive an annual cash retainer of $65,000. Non-employee directors are not entitled to meeting fees for attending individual Board or committee meetings. Non-employee committee members and chairpersons and our non-executive chairperson are entitled to receive additional annual cash retainers as indicated herein. The Director Compensation Program also provides each non-employee director an annual award of restricted stock units (“RSUs”) covering a number of shares of our common stock having a value equal to $120,000 on the grant date, and a tandem dividend equivalent award with respect thereto. Each annual RSU award is granted at our annual meeting of stockholders and will vest in full on the earlier of (i) the date of the next annual meeting of our stockholders following the grant date or (ii) the first anniversary of the grant date, subject to the director’s continued service on the vesting date. Historically, RSU awards have been settled partly in shares of our common stock (75%) and partly in cash (25%). Commencing with awards granted in 2023, RSU awards will be settled entirely in shares of our common stock.
Our Board of Directors
| ADDITIONAL CASH COMPENSATION | | | | | CHAIR | MEMBER | | Independent Chairperson | $50,000 | - | | Audit Committee | $25,000 | $12,500 | | Compensation Committee | $20,000 | $10,000 | | Nominating & Corporate Governance Committee | $20,000 | $10,000 |
Our Board of Directors
Business Expenses Pursuant to the terms of the Director Compensation Program and our standard expense reimbursement policy, we reimburse each non-employee director for reasonable business expenses incurred by the director in connection with his or her services to us. Director Compensation Table The following table summarizes the compensation of our non-employee directors who served on the Board during 2023:
Our Board of Directors
| NAME (1) | FEES EARNED OR PAID IN CASH ($) (2) | STOCK AWARDS ($) (3) (4) | TOTAL ($) | | Stuart W. Aitken | $97,500 | $120,000 | $217,500 | | Amanda E. Black | $87,500 | $120,000 | $207,500 | | Thomas F. Glavin | $100,000 | $120,000 | $220,000 | | Scott A. Nelson | $75,000 | $120,000 | $195,000 | | Paula J. Saban | $125,000 | $120,000 | $245,000 | | Smita N. Shah | $77,500 | $120,000 | $197,500 | | Michael A. Stein | $87,500 | $120,000 | $207,500 | | Julian E. Whitehurst | $85,000 | $120,000 | $205,000 |
Our Board of Directors
(1) Mr. Busch did not receive any compensation for his service as a director and his compensation as a NEO is set forth in the Summary Compensation Table. (2) Amounts reflect annual cash retainers earned in 2023, certain of which were paid in 2024 in arrears. (3) Amounts reflect the aggregate grant date fair value of RSUs awarded to our non-employee directors in 2023, calculated in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”). Assumptions used in the calculation of these amounts are included in Note 2 and Note 11 of our consolidated financial statements for the year ended December 31, 2023. (4) As of December 31, 2023, each of our non-employee directors held 5,325 unvested RSUs which will vest in full on the earlier of the Annual Meeting date, or May 7, 2024. Equity Retention Policy (“ERP”) As more fully discussed above, we maintain the ERP, which includes stock ownership requirements that are applicable to each of our directors. See “Corporate Governance Principles–Equity Retention Policy” for more information. Compensation Committee Interlocks and Insider Participation During fiscal year 2023, Mr. Whitehurst, Ms. Black, Mr. Nelson and Ms. Saban served on the compensation committee, with Mr. Whitehurst serving as its chairperson. No member of our compensation committee was, during 2023, an officer, former officer or employee of the Company or any of our subsidiaries or had a relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our execu-tive officers served as a member of (i) the compensation committee of another entity in which one of the executive officers of such entity served on our compensation committee or (ii) the compensation committee of another entity in which one of the executive officers of such entity served as a member of our Board. Director Meetings Attendance During the year ended December 31, 2023, our Board met four times. Each of our directors attended at least 75% of the aggregate amount of the meetings of the Board and any committee on which he or she served in 2023. We encourage our directors to attend our annual meetings. All directors who were directors at the time of our annual meeting held on May 4, 2023 attended the meeting. Compensation Discussion and Analysis This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the “Summary Compensation Table” below and the principal factors relevant to an analysis of these policies and decisions. In 2023, our “named executive officers” (“NEOs”) and their positions were as follows:
Our Board of Directors
| DANIEL J. BUSCH | President & Chief Executive Officer | | | Mr. Busch, 42, currently serves as President and Chief Executive Officer of the Company. Mr. Busch’s biographical information is set forth under “Election of Directors” above. |
Our Board of Directors
| CHRISTY L. DAVID | E.V.P., Chief Operating Officer, General Counsel & Secretary | | | Ms. David, 45, was appointed as InvenTrust’s Chief Operating Officer in February 2021. She had previously served as Chief Investment Officer, General Counsel and Corporate Secretary. Ms. David joined InvenTrust in 2014 as Managing Counsel – Transactions and held that position until November 2016 when she was named Vice President, Deputy General Counsel and Secretary. Ms. David was promoted to InvenTrust’s General Counsel in 2017 and has served in that role since that time. Prior to joining InvenTrust, Ms. David served at The Inland Group Inc., where she managed, reviewed and drafted legal documents and matters regarding InvenTrust’s acquisitions, dispositions, corporate contracts and spin-offs. Prior to joining the Inland Group, Ms. David served as an Associate Attorney at The Thollander Law Firm and held various positions at David & Associates. Ms. David serves on the Ravinia Associates Board as well as its Nominating Committee. Ms. David received a Juris Doctor from Washington University School of Law and a Bachelor of Business Administration in Finance from Loyola University. |
Our Board of Directors
| MICHAEL D. PHILLIPS | E.V.P., Chief Financial Officer & Treasurer | | | Mr. Phillips, 42, was appointed to the position of CFO of InvenTrust Properties in August 2021. Prior to his appointment, Mr. Phillips served as Senior Vice President and Chief Accounting Officer of InvenTrust. He has been with InvenTrust since 2009, serving in various senior financial and accounting roles such as Controller, Director for Internal Reporting and Senior Accounting Manager for Financial Reporting. Prior to joining the Company, Mr. Phillips worked at Pasquinelli Homebuilding for five years, serving as Manager of Finance. He graduated from The University of Iowa Tippie College of Business with a Bachelor of Business Administration in Finance and received a Master of Science in Real Estate from Roosevelt University. Mr. Phillips is a licensed certified public accountant in the State of Illinois. |
Our Board of Directors
This section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each compensation component that we provided in 2023. Each of the key elements of our executive compensation program is discussed in more detail below. The following discussion and analysis of compensation arrangements of our NEOs should be read together with the compensation tables and related disclosures set forth below. Our executive compensation program is designed to provide a total compensation package intended to align executive compensation with the Company’s performance and with stockholder interests, and to attract, motivate and retain talented and experienced executive officers through competitive compensation arrangements. At our annual meeting of stockholders on May 4, 2023 (the “2023 Annual Meeting”), we provided our stockholders with an advisory vote to approve the compensation of our NEOs (the “say-on-pay proposal”). At the 2023 Annual Meeting, our stockholders approved, on an advisory basis, the compensation of our NEOs, with over 94.6% of the votes cast in favor of the say-on-pay proposal. In addition, at our 2023 Annual Meeting, we provided our stockholders with an advisory vote to approve the frequency of our future say-on pay votes and over 96.7% of the votes cast at the 2023 Annual Meeting voted in favor of an annual vote. Accordingly, our Board and our compensation committee determined that we will hold a say-on-pay proposal vote to approve the compensation of our NEOs every year. We are conducting a say-on-pay advisory vote at our 2024 Annual Meeting. See Proposal No. 3 below. Executive Summary
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to the compensation earned by our NEOs for the years ended December 31, 2023, December 31, 2022, and December 31, 2021.
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY($) | BONUS($) | STOCK AWARDS ($) (1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (2) | ALL OTHER COMPENSATION($)(3) | TOTAL($) | | Daniel J. Busch | 2023 | 850,000 | - | 3,158,279 | 1,581,000 | 11,712 | 5,600,991 | | President and Chief Executive | 2022 | 800,000 | - | 2,834,988 | 1,479,600 | 7,160 | 5,121,748 | | Officer | 2021 | 624,231 | - | 2,286,626 | 806,511 | 7,160 | 3,724,528 | | Christy L. David | 2023 | 525,000 | - | 1,495,554 | 748,650 | 11,450 | 2,780,654 | | Executive Vice President, Chief | 2022 | 500,000 | - | 1,358,420 | 708,975 | 7,158 | 2,574,553 | | Operating Officer, General Counsel & Secretary | 2021 | 491,413 | - | 1,480,027 | 544,635 | 7,152 | 2,523,227 | | Michael D. Phillips | 2023 | 475,000 | - | 1,353,125 | 677,350 | 11,256 | 2,516,731 | | Executive Vice President, Chief | 2022 | 450,000 | - | 1,222,604 | 638,078 | 7,095 | 2,317,777 | | Financial Officer and Treasurer | 2021 | 339,692 | - | 377,145 | 304,721 | 6,991 | 1,028,549 |
Summary Compensation Table
| (1) Amounts reflect the full grant-date fair value of RSU Awards granted under the Incentive Award Plan in accordance with ASC Topic 718. With respect to the performance vesting portion of the RSU Awards, amounts reflect the value calculated on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as certain other assumptions. Since the performance-vesting portion of the RSU Awards are earned based solely on our relative TSR, they do not have performance conditions as defined under ASC 718, and so there are not maximum grant date fair values based on performance conditions that differ from the grant date fair values shown. Additional details on accounting for stock-based compensation can be found in Note 2 and Note 11 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (2) For 2023, amounts represent the annual bonus awards earned by Messrs. Busch and Phillips and Ms. David in 2023 and paid in 2024 under our annual bonus program. |
Summary Compensation Table
| (3) The following table sets forth the amount of each other item of compensation paid to, or on behalf of, our NEOs during 2023 included in the “All Other Compensation” column. Amounts for each other item of compensation are valued based on the aggregate incremental cost to us, in each case without taking into account the value of any income tax deduction for which we may be eligible. |
Summary Compensation Table
| NAME | COMPANY CONTRIBUTIONS TO 401(K) PLAN ($) | LIFE INSURANCE PREMIUMS ($) | OTHER PAYMENTS ($) (A) | TOTAL ($) | | Daniel J. Busch | 6,000 | 1,500 | 4,212 | 11,712 | | Christy L. David | 6,000 | 1,338 | 4,112 | 11,450 | | Michael D. Phillips | 6,000 | 1,248 | 4,008 | 11,256 |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table sets forth information regarding grants of plan-based awards made to our NEOs for the year ended December 31, 2023.
Grants of Plan-Based Awards in 2023
| NAME | GRANT DATE | ESTIMATED FUTURE PAYOUT UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUT UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF | GRANT DATE FAIR VALUE OF | | | | THRESHOLD($) | TARGET ($) | MAX ($) | THRESHOLD(#) | TARGET (#) | MAX (#) | STOCK OR SHARE UNITS (#)(3) | STOCK AWARDS ($) (4) |
Grants of Plan-Based Awards in 2023
| Daniel J. Busch | N/A | 733,125 | 1,275,000 | 1,816,875 | - | - | - | - | - | | | 2/22/2023 | - | - | - | - | - | - | 34,516 | 841,500 | | | 2/22/2023 | - | - | - | 35,039 | 70,078 | 140,156 | - | 2,316,779 | | Christy L. David | N/A | 347,156 | 603,750 | 860,344 | - | - | - | - | - | | | 2/22/2023 | - | - | - | - | - | - | 16,345 | 398,491 | | | 2/22/2023 | - | - | - | 16,592 | 33,184 | 66,368 | - | 1,097,063 | | Michael D. Phillips | N/A | 314,094 | 546,250 | 778,406 | - | - | - | - | - | | | 2/22/2023 | - | - | - | - | - | - | 14,788 | 360,531 | | | 2/22/2023 | - | - | - | 15,012 | 30,024 | 60,048 | - | 992,593 |
Grants of Plan-Based Awards in 2023
| (1) Amounts represent the potential value of cash bonus awards that could have been earned for 2023 under our bonus programs. Under our annual bonus programs for 2023, our NEOs were eligible to earn cash bonuses based on (1) each of their individual performances in support of our financial, operational, and cultural goals for 2023, as well as our achievement in 2023 of performance goals relating to (2) Core FFO per share, and (3) Same Property NOI growth. Please also see “Compensation Discussion and Analysis - Elements of Executive Compensation Program - Annual Cash Bonuses” for a detailed discussion of the 2023 bonus programs and the actual amounts paid to our NEOs thereunder. |
Grants of Plan-Based Awards in 2023
| (2) Amounts represent performance vesting RSU Awards granted under the Incentive Award Plan which vest (if at all) based on the Company’s total stockholder return relative to the NAREIT Shopping Center Index. The performance vesting RSU Award is eligible to be earned from 25-100% of number of RSUs subject to the award and will be forfeited if threshold goals are not achieved. |
Grants of Plan-Based Awards in 2023
| (3) Represents the time-vesting RSU Awards granted under the Incentive Award Plan. |
Grants of Plan-Based Awards in 2023
| (4) Amounts reflect the full grant-date fair value of RSU Awards granted under the Incentive Award Plan in accordance with ASC Topic 718. Additional details on accounting for stock-based compensation can be found in Note 2 and Note 11 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table sets forth the RSU Awards held by each NEO as of December 31, 2023.
Outstanding Equity Awards at 2023 Year-End
| NAME | GRANT DATE | NUMBER OF RSUs THAT HAVE NOT VESTED (#) | MARKET VALUE OF RSUs THAT HAVE NOT VESTED ($)(1) | NUMBER OF UNEARNED RSUs THAT HAVE NOT VESTED (#) | MARKET VALUE OF UNEARNED RSUs THAT HAVE NOT VESTED ($)(1) | | | February 18, 2021(2) | 24,065 | 609,807 | — | — | | | August 6, 2021(2) | 9,759 | 247,293 | — | — | | Daniel J. Busch | February 23, 2022(3) | 10,424 | 264,144 | — | — | | | February 23, 2022(4) | — | — | 124,496 | 3,154,729 | | | February 22, 2023(5) | 23,126 | 586,013 | — | — | | | February 22, 2023(6) | — | — | 140,156 | 3,551,553 | | | February 18, 2021 (2) | 19,653 | 498,007 | — | — | | | February 23, 2022 (3) | 4,995 | 126,573 | — | — | | Christy L. David | February 23, 2022 (4) | — | — | 59,654 | 1,511,632 | | | February 22, 2023 (5) | 10,951 | 277,498 | — | — | | | February 22, 2023 (6) | — | — | 66,368 | 1,681,765 | | | February 18, 2021 (2) | 4,515 | 114,410 | — | — | | | August 6, 2021 (2) | 3,048 | 77,236 | — | — | | Michael D. Phillips | February 23, 2022 (3) | 4,496 | 113,929 | — | — | | | February 23, 2022 (4) | — | — | 53,690 | 1,360,505 | | | February 22, 2023 (5) | 9,908 | 251,069 | — | — | | | February 22, 2023 (6) | — | — | 60,048 | 1,521,616 |
Outstanding Equity Awards at 2023 Year-End
| (1) Amounts represent the number of outstanding RSUs multiplied by $25.34, which is equal to the per share closing price of our common stock on December 29, 2023. |
Outstanding Equity Awards at 2023 Year-End
| (2) Represents outstanding RSUs, which satisfied Company Core FFO Per Share and Same Property NOI Growth performance goals as of December 31, 2023 and vested on March 8, 2024. |
Outstanding Equity Awards at 2023 Year-End
| (3) Represents outstanding RSUs, which vest, subject to the executive’s continued service on the vesting date, at 100% on the last business day of 2024. If the executive’s service is terminated by us other than for “cause” or by the executive for “good reason,” in either case, on the date of, or during the 24-month period following, a change in control of the Company, or due to the executive’s death or “disability” (as defined in the RSU Award Agreement), the RSU Award will vest in full upon such termination. |
Outstanding Equity Awards at 2023 Year-End
| (4) Represents outstanding RSUs, which vest, subject to the executives continued service on the vesting date, based on the Company’s total stockholder return relative to the NAREIT Shopping Center Index during the performance period commencing January 1, 2022 and ending on December 31, 2024. The Company’s total stockholder return relative to the NAREIT Shopping Center Index as of December 31, 2023 would have been 67.60%. In accordance with SEC rules, amounts shown for the performance RSUs granted in 2022 are based on maximum level of achievement. |
Outstanding Equity Awards at 2023 Year-End
| (5) Represents outstanding RSUs, which vest, subject to the executive’s continued service on the vesting date with approximately 50% vesting on the last business day of 2024 and 2025. If the executive’s service is terminated by us other than for “cause” or by the executive for “good reason,” in either case, on the date of, or during the 24-month period following, a change in control of the Company, or due to the executive’s death or “disability” (as defined in the RSU Award Agreement), the RSU Award will vest in full upon such termination. |
Outstanding Equity Awards at 2023 Year-End
| (6) Represents outstanding RSUs, which vest, subject to the executives continued service on the vesting date, based on the Company’s total stockholder return relative to the NAREIT Shopping Center Index during the performance period commencing January 1, 2023 and ending on December 31, 2025. The Company’s total stockholder return relative to the NAREIT Shopping Center Index as of December 31, 2023 would have been 79.40%. In accordance with SEC rules, amounts shown for the performance RSUs granted in 2023 are based on maximum level of achievement. |
Stock Vested
Stock Vested The following table provides information regarding RSU Awards held by Messrs. Busch and Phillips and Ms. David that vested during 2023:
Stock Vested
| NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUES REALIZED ON VESTING ($)(1) | | Daniel J. Busch | 40,263 | 1,013,877 | | Christy L. David | 21,160 | 531,560 | | Michael D. Phillips | 14,553 | 366,716 |
Stock Vested
| (1) Amounts represent the number of shares of our common stock acquired in connection with the vesting of RSUs multiplied by the per share closing price of our common stock on the applicable vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our NEOs are entitled to certain payments and benefits upon a qualifying termination of employment (whether or not such termination is in connection with a change in control) or upon a change in control. The following discussion describes the payments and benefits to which our NEOs would have become entitled upon a qualifying termination or change in control, as applicable, occurring on December 31, 2023.
Summary of Potential Payments
Summary of Potential Payments The following table summarizes the payments that would be made to our NEOs, upon the occurrence of certain qualifying terminations of employment or a change in control, assuming such NEO’s termination of employment with the Company occurred on December 31, 2023 and, where relevant, that a change in control occurred on December 31, 2023. Amounts shown in the table below do not include (1) accrued but unpaid salary or bonuses and (2) other benefits earned or accrued by the NEOs during their employment that are available to all salaried employees, such as accrued vacation.
Summary of Potential Payments
| NAME | BENEFIT | CHANGE OF CONTROL (NO TERMINATION) ($) (1) | TERMINATION UPON DEATH OR DISABILITY(NO CHANGE IN CONTROL) ($) (2) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL ) ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (CHANGE IN CONTROL ) ($) (3) | | | Cash Severance (4) | — | — | 4,250,000 | 6,375,000 | | Daniel J. | Accelerated Vesting of RSU Awards (5) | 5,809,626 | 4,068,971 | 3,218,814 | 6,659,783 | | Busch | Company-Paid COBRA Premiums (6) | — | — | 49,770 | 49,770 | | | Total | 5,809,626 | 4,068,971 | 7,518,584 | 13,084,553 | | | Cash Severance (4) | — | — | 1,693,125 | 2,821,875 | | Christy L. | Accelerated Vesting of RSU Awards (5) | 2,855,185 | 2,028,416 | 1,624,345 | 3,259,256 | | David | Company-Paid COBRA Premiums (6) | — | — | 49,770 | 49,770 | | | Total | 2,855,185 | 2,028,416 | 3,367,240 | 6,130,901 | | | Cash Severance (4) | — | — | 1,531,875 | 2,553,125 | | Michael D. | Accelerated Vesting of RSU Awards (5) | 2,319,497 | 1,572,499 | 1,207,502 | 2,684,494 | | Phillips | Company-Paid COBRA Premiums (6) | — | — | 49,770 | 49,770 | | | Total | 2,319,497 | 1,572,499 | 2,789,147 | 5,287,389 |
Summary of Potential Payments
| (1) Includes amounts to which the NEOs would be entitled by reason of accelerated vesting of performance vesting RSU Awards upon a change in control of the Company. |
Summary of Potential Payments
| (2) Includes amounts to which the NEOs would be entitled by reason of continued vesting of a pro-rata portion of the performance vesting RSUs following a termination by reason of death or disability. |
Summary of Potential Payments
| (3) Represents amounts to which NEOs would be entitled upon a qualifying termination of employment occurring on the date of, or during the 24-month period following, a change in control. |
Summary of Potential Payments
| (4) Represents a multiple of the sum of the NEO’s annual base salary and target bonus for the year in which the qualifying termination occurs. The multiple varies by NEO, and whether the executive’s qualifying termination occurs on the date of, or during the 24-month period following, a change in control. For additional details, see “Executive Severance and Change in Control Plan” above. |
Summary of Potential Payments
| (5) Represents the aggregate value of the NEO’s unvested RSUs which would vest in connection with the executive’s termination of employment, calculated, (i) with respect to time-based vesting RSUs by multiplying the applicable number of RSUs subject to each RSU Award by $25.34, which is equal to the per share closing price of our common stock as of December 29, 2023, and (ii) with respect to performance vesting RSUs (a) assuming that performance goals are achieved at maximum as of December 31, 2023 with respect to the occurrence of a change in control of the Company and (b) assuming that performance goals are achieved in line with the interpolated performance of such awards based on the Company’s total stockholder return relative the NAREIT Shopping Center Index as of December 31, 2023 in the case of termination other than for “cause”, by the NEO for “good reason”, or due to the NEO’s death or disability not in connection with a change in control of the Company. |
Summary of Potential Payments
| (6) Represents reimbursement of COBRA premiums. The amounts associated with COBRA premiums were calculated using 2023 enrollment rates, multiplied by the maximum 18-month period during which the executive may be entitled to reimbursement of COBRA premiums. |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of Daniel J. Busch, our Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2023, our last completed annual period:
CEO Pay Ratio Disclosure
| • | the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $132,882; and |
CEO Pay Ratio Disclosure
| • | the annual total compensation of our CEO was $5,600,991. |
CEO Pay Ratio Disclosure
Based on this information, for 2023, the annual total compensation of our CEO was approximately 42 times the median of the annual total compensation of all of our employees (other than the CEO).
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| | SUMMARY COMPENSATION TABLE TOTAL | | COMPENSATION ACTUALLY PAID TO (a) (b): | | AVG. SUMMARY COMPENSATION | AVG. COMPENSATION ACTUALLY | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON (C): | | | | | YEAR | PEO 1($) | PEO 2 ($) | PEO 1($) | PEO 2 ($) | TABLE TOTAL FOR NON-PEO NEOS ($) | PAID TO NON-PEO NEOS ($) (a) (b) | TOTAL SHAREHOLDER RETURN ($) (c) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) (d) | NET INCOME / (LOSS) (e) | CORE FFO PER DILUTED SHARE ($) (f) | | 2023 | 5,600,991 | N/A | 5,749,726 | N/A | 2,648,693 | 2,715,902 | 115.87 | 105.70 | 5,269 | 1.65 | | 2022 | 5,121,748 | N/A | 4,741,770 | N/A | 2,446,165 | 2,291,361 | 89.75 | 87.46 | 52,233 | 1.57 | | 2021 | 3,724,528 | 2,937,129 | 3,627,458 | 1,767,130 | 1,775,888 | 1,732,743 | 116.32 | 107.87 | (5,360) | 1.40 | | 2020 | N/A | 3,511,634 | N/A | 3,002,128 | 899,768 | 503,133 | N/A | N/A | (10,174) | 1.35 |
Pay Versus Performance Table
| (a) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
Pay Versus Performance Table
| YEAR | PEO 1 | PEO 2 | NON-PEO NEOS | | 2023 | Daniel J. Busch | | Christy L. David Michael D. Phillips | | 2022 | Daniel J. Busch | | Christy L. David Michael D. Phillips | | 2021 | Daniel J. Busch | Thomas P. McGuinness | Christy L. David Michael D. Phillips | | 2020 | | Thomas P. McGuinness | Daniel J. Busch Christy L. David Ivy Z. Greaner |
Pay Versus Performance Table
Compensation Actually Paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance Table
| | 2023 | | | ADJUSTMENTS | PEO 1($) | AVERAGE NON-PEO NEOS ($) | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY | ($3,158,279) | ($1,424,340) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 2,845,328 | 1,283,197 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 293,065 | 132,175 | | Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 119,646 | 55,420 | | Increase for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 19,470 | 7,538 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 29,505 | 13,219 | | Total Adjustments | $148,735 | $67,209 |
Pay Versus Performance Table
| (b) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based RSU awards (excluding any market-based awards), the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate of derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and prior fiscal years. | | (c) For the relevant fiscal years, represents the Company’s cumulative TSR with an initial investment of $100 on October 12, 2021, the first day on which our common stock began trading on the NYSE. | | (d) For the relevant fiscal years, represents the cumulative TSR of the NAREIT Shopping Center Index (“NAREIT SCI”) with an initial investment of $100 on October 12, 2021, the first day on which our common stock began trading on the NYSE. | | (e) Amounts are shown in thousands. | | (f) The Company has identified Core FFO per diluted share as the most important additional financial metric used to link pay and performance. Our annual bonus program pays out based on our Core FFO per diluted share achieved for the year. Core FFO per diluted share is a non-GAAP financial measure of a real estate company’s operating performance. We consider Core FFO per diluted share a meaningful measure of operating performance primarily because it avoids the assumption that the value of real estate assets diminishes predictably over time and is a primary way of evaluating our operating performance as compared to other real estate investment trusts. A reconciliation of Core FFO per diluted share to net income is included as Appendix A. |
Relationship Between Compensation Actually Paid and Financial Performance
Relationship Between Compensation Actually Paid and Financial Performance The following graphs compare the Compensation Actually Paid to our PEO(s) and the average of the Compensation Actually Paid to our remaining NEOs, with (i) our cumulative TSR and (ii) the total shareholder return for the NAREIT SCI, in each case, for the fiscal years ended December 31, 2023, 2022, 2021, and 2020. TSR amounts reported in the graphs assume an initial fixed investment of $100 on October 12, 2021, the first day on which our common stock began trading on the NYSE, and that all dividends, if any, were reinvested. The fiscal year ended December 31, 2020 is not presented because our common stock was not listed on a nationally recognized securities exchange during such fiscal year. The following graphs compare the Compensation Actually Paid to our PEO(s) and the average Compensation Actually Paid to our remaining NEOs, as compared to reported GAAP Net Income and Core FFO per diluted share, in each case, for the fiscal years ended December 31, 2023, 2022, 2021, and 2020. One of our primary compensation objectives is to align the financial interest of our PEO and non-PEO NEOs with our stockholders.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List Following is a list of the most important financial and non-financial measures used to link executive compensation and company performance.
Pay Versus Performance Tabular List
| a. | Core FFO per diluted share; |
Pay Versus Performance Tabular List
| b. | Same Property NOI; |
Pay Versus Performance Tabular List
| c. | Total stockholder return relative to NAREIT shopping center index; and |
Pay Versus Performance Tabular List
| d. | Individual performance including consideration of the advancement of our ESG objectives. |
Pay Versus Performance Tabular List
For additional details regarding our most important financial performance measures, please see the Executive Compensation section for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.