DEF 14A of CBL & Associates Properties Inc
Filed Apr 22, 2026 · FY20250001193125-26-170410
Director Nominees (Page 7)
Director Nominees (Page 7)
Director Nominees (Page 7)
| Name | Age | Director Since | Occupation | Independent (Yes/No) | Board Committee Memberships | Other Public Company Boards | | Stephen D. Lebovitz | 65 | 1993 | Chief Executive Officer of the Company | No | None | None | | David J. Contis | 67 | 2021 | Non-Executive Chairman of the Board of the Company Founder and President of Agora Advisors, Inc. Former President - Mall Platform and Senior Executive Vice president of Simon Properties Group, Inc. Former Executive Vice President and Chief Operating Officer of The Macerich Company Former President of Equity Group Investments, L.L.C. | Yes | Audit ($) | Equity Lifestyle Properties, Inc.; Acosta Verde | | Marjorie L. Bowen | 60 | 2021 | Former Managing Director of the Fairness Opinion Practice at Houlihan Lokey, Inc. | Yes | Audit* ($), Nominating/ Corporate Governance | Diebold Nixdorf, Incorporated (2023-2025); Bed Bath & Beyond, Inc. (2022-2023); Sequential Brands Group, Inc. (2021-2022); Centric Brands, Inc. (2020); Genesco, Inc. (2018-2019); Navient Corporation (2019-2020); ShoreTel Inc. (2016-2017) | | David M. Fields | 68 | 2021 | Senior Advisor to Sunset Development Company. Former Executive Vice President, Chief Administrative Officer and General Counsel of Sunset Development Company | Yes | Compensation, Nominating/ Corporate Governance* | EastGroup Properties, Inc. | | Robert G. Gifford | 69 | 2021 | Former Chief Executive Officer, AIG Global Real Estate Former Principal with AEW Capital Management | Yes | Audit ($), Compensation* | Lehman Brothers Holding, Inc. (2011-2025) Retail Properties of America (2016-2021); Liberty Property Trust (2018-2020) | | Jeffrey A. Kivitz | 42 | 2022 | Investment Partner and Chief Investment Officer, Canyon Capital Advisors | Yes | Compensation, Nominating/ Corporate Governance | None | | Michael A. Torres | 65 | 2023 | Chief Executive Officer and portfolio manager of Adelante Capital Management | Yes | Audit ($), Compensation | None | | * Denotes Committee Chairman ($) Audit Committee Financial Expert | | | | | | |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board of Directors, upon the recommendation of our Nominating/Corporate Governance Committee, has nominated the Company’s seven current directors for re-election by shareholders at this year’s Annual Meeting. A majority of our directors are unaffiliated (“Independent Directors”) with the Company and its predecessor entity, CBL & Associates, Inc. and its affiliates (“CBL’s Predecessor”). All directors are elected on an annual basis. Our Board of Directors has delegated to the Nominating/Corporate Governance Committee, pursuant to the provisions of such Committee’s Charter and our Company’s Corporate Governance Guidelines, the responsibility for evaluating and recommending to the Board candidates to be considered as nominees for election as directors of our Company. In discharging these responsibilities, the Nominating/Corporate Governance Committee may solicit recommendations from any or all of the following sources: the Independent Directors, the Chairman of the Board, the Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate. The Nominating/Corporate Governance Committee’s criteria for the evaluation and selection of director candidates are described in more detail below under “Board of Directors’ Meetings and Committees – Nominating/Corporate Governance Committee.”
Director Nominees
Director Nominees Upon the recommendation of the Nominating/Corporate Governance Committee, our Board intends to present for action at the Annual Meeting the re-election of Stephen D. Lebovitz, Marjorie L. Bowen, David J. Contis, David M. Fields, Robert G. Gifford, Jeffrey A. Kivitz and Michael A. Torres, each to serve for a term of one year and until their successors are duly elected and shall qualify. Stephen D. Lebovitz serves as Chief Executive Officer of the Company, and David J. Contis serves as Non-Executive Chairman of the Board. Messrs. Contis, Fields, Gifford, Kivitz and Torres and Ms. Bowen are the Company’s six Independent Directors. Unless authority to vote for such nominees is withheld, the enclosed proxy will be voted for such nominees, except that the persons designated as proxies reserve discretion to cast their votes for other persons in the unanticipated event that any of such nominees is unable or declines to serve. Summary of Board Experience As a general matter, our Board believes that each of our directors has valuable individual qualifications, attributes and skills including significant leadership and strategic planning expertise gained through experience in one or more of the fields and capacities summarized below that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the management of a publicly traded real estate investment trust (“REIT”) in the shopping center industry such as our Company. The following table highlights our directors’ experience, qualifications, attributes and skills:
Director Nominees
| | S. Lebovitz | M. Bowen | D. Contis | D. Fields | R. Gifford | J. Kivitz | M. Torres | | Chief Executive Officer/President/Founder | X | | X | | X | | X | | Chief Operating Officer/Business Unit Chief Executive | | | X | X | | | | | Commercial Real Estate | X | | X | X | X | | X | | Financial Services / Capital Markets | X | X | X | | X | X | X | | Investment Banking | | X | | | | | | | Legal Services | | | X | X | | | | | Corporate Restructuring | | X | X | | X | X | | | Corporate Governance | | X | X | X | | | X | | Retail Operations | | | X | X | | | | | International Business Experience | | | X | | | | | | M&A Transactional Experience / Corporate Strategic Planning | X | X | X | | X | X | X | | Risk Oversight / Management | X | X | X | X | X | X | X | | Financial Literacy | X | X | X | X | X | X | X | | Accounting / Audit | | X | X | | | | X | | Human Capital Management / Employee Benefits | | | X | X | X | | X | | Corporate Responsibility Experience | | | X | X | | X | | | Gender Diversity | | X | | | | | | | Ethnic Diversity | | | | X | | | X |
Director Nominees
Additional details concerning the senior executive management, professional, public company and philanthropic leadership experiences that our Board, with the advice of the Nominating/Corporate Governance Committee, has determined qualify each director for service on our Company’s Board of Directors are set forth in each individual’s biography presented below. For each of these individuals, the position(s) shown in the left column represents the individual’s position(s) with the Company and with CBL & Associates Management, Inc., a Delaware corporation (the “Management Company”), through which the Company’s property management and development activities are conducted.
Director Nominees
| DIRECTOR NOMINEE | BIOGRAPHICAL INFORMATION | | Stephen D. Lebovitz Chief Executive Officer Director since 1993 Age – 65 | Stephen D. Lebovitz serves as Chief Executive Officer of the Company, and also served as President of the Company prior to Michael I. Lebovitz being promoted to serve as President in June 2018. He previously served as President and Secretary of the Company from February 1999 to January 1, 2010, when he became President and Chief Executive Officer, and has served as a director of the Company since the completion of its initial public offering in November 1993. Since joining CBL’s Predecessor in 1988, Mr. Lebovitz has also served as Executive Vice President – Development/Acquisitions, Executive Vice President – Development, Senior Vice President – New England Office, and as Senior Vice President – Community Center Development and Treasurer of the Company. Before joining CBL’s Predecessor, Mr. Lebovitz was affiliated with Goldman, Sachs & Co. from 1984 to 1986. Mr. Lebovitz is currently an Advisory Director of First Horizon Bank, N.A., Chattanooga, Tennessee. He served as Chairman of the International Council of Shopping Centers, Inc. (“ICSC”) from May 2015 through May 2016 and is a past Trustee and Divisional Vice President of the ICSC (2002-08), as well as a former member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Lebovitz holds a Bachelor’s degree in Political Science from Stanford University and a Master of Business Administration degree from Harvard University. Stephen D. Lebovitz is the son of Charles B. Lebovitz, Chairman Emeritus of the Company, and the brother of Michael I. Lebovitz and Alan L. Lebovitz. | | David J. Contis Chairman of the Board Director since 2021 Age – 67 | David J. Contis joined the Board on November 1, 2021. Mr. Contis is the Non‑Executive Chairman of the Company’s Board of Directors and serves as a member of the Audit Committee of the Company’s Board of Directors. Mr. Contis is the founder and President, since May 2017, of AGORA Advisors, Inc., which provides consulting services to real estate and retail companies in North and South America. Mr. Contis was President - Mall Platform and Senior Executive Vice president of Simon Properties Group, Inc., a publicly traded retail REIT, from May 2011 to May 2017. He previously served as President of Real Estate for Sam Zell’s Equity Group Investments from November 2006 to May 2011, and was Executive Vice President and Chief Operating Officer of The Macerich Company, a publicly traded shopping center REIT, from May 1997 to October 2006. Mr. Contis was employed in various capacities by affiliates of Equity Group Investments from 1980 to 1997, including as Vice Chairman, Executive Vice President and Chief Operating Officer of Equity Properties & Development L.P., from 1992 to 1997. Mr. Contis has served on the boards of various companies, including his current service on the board of Equity Lifestyle Properties, Inc. a NYSE-listed REIT, where he chairs the Compensation, Nominating and Corporate Governance Committee and serves as a member of the Audit Committee. Mr. Contis also is a director and serves on the Investment Committee of Acosta Verde, which owns and operates shopping centers in Mexico and is listed on the Mexican Stock Exchange. He also serves as Senior Managing Director of the private Chai Trust Company. Mr. Contis is a graduate of DePaul University and DePaul University College of Law. |
Director Nominees
| DIRECTOR NOMINEE | BIOGRAPHICAL INFORMATION | | Marjorie L. Bowen Director since 2021 Age – 60 | Marjorie L. Bowen joined the Board as of November 1, 2021. Ms. Bowen serves as Chair of the Audit Committee and as a member of the Nominating/Corporate Governance Committee of the Company’s Board of Directors. Ms. Bowen is a former Managing Director of the fairness opinion practice at Houlihan Lokey, having served in that capacity from 2000 through 2007 after having originally joined Houlihan Lokey in 1989. She has significant experience in the public REIT sector and has served as a Board member of numerous public and private companies in a variety of industries and has extensive Board experience with companies undergoing restructuring. A qualified NYSE and NASDAQ financial expert, Ms. Bowen has chaired Special Committees and Audit Committees, as well as capital structure, strategic and transactionally oriented committees such as Restructuring, Finance and Strategic Review Committees. She has previously served on the boards of Diebold Nixdorf, Incorporated (2023-2025), Bed Bath & Beyond Inc. (2022-2023); Sequential Brands Group, Inc. (2021-2022); Centric Brands, Inc. (2020); Genesco, Inc. (2018-2019); Navient Corporation (2019-2020); and ShoreTel Inc. (2016-2017). Ms. Bowen graduated with an M.B.A. from the University of Chicago Booth School of Business and holds a B.A., cum laude from Colgate University. | | David M. Fields Director since 2021 Age – 68 | David M. Fields joined the Board as of November 1, 2021. Mr. Fields serves as Chair of the Nominating/Corporate Governance Committee and as a member of the Compensation Committee of the Company’s Board of Directors. Mr. Fields has over 30 years of experience leading operations, administration and legal affairs for companies with large-scale branded real estate holdings. From 2014 through 2024, he served as Executive Vice President, Chief Administrative Officer and General Counsel for Sunset Development Company, the developer of Northern California’s 585-acre Bishop Ranch. Currently, he continues as a Senior Advisor to Sunset Development. Prior to joining Sunset Development, Mr. Fields served as Executive Vice President, Chief Administrative Officer at Bayer Properties. Mr. Fields joined Bayer from the Irvine Company in Newport Beach, California, where he served as Vice President and General Counsel of Irvine’s retail properties division. Mr. Fields also currently serves as a director and a member of the Board’s Compensation and Nominating and Corporate Governance Committees of EastGroup Properties, Inc., a NYSE-listed real estate investment trust focused on industrial properties. Mr. Fields is a graduate of Yale University and received his law degree from Harvard University. |
Director Nominees
| DIRECTOR NOMINEE | BIOGRAPHICAL INFORMATION | | Robert G. Gifford Director since 2021 Age – 69 | Robert G. Gifford joined the Board as of November 1, 2021. Mr. Gifford serves as Chair of the Compensation Committee and as a member of the Audit Committee of the Company’s Board of Directors. Mr. Gifford served as President and Chief Executive Officer of AIG Global Real Estate from 2009 through 2016. Previously he was a Principal with AEW Capital Management for 22 years, holding leadership positions in acquisitions, capital markets/capital raising, portfolio and asset management. Mr. Gifford has previously served as a Director of Lehman Brothers Holding Inc. (2011-2025) and on the Boards of NYSE-listed real estate investment trusts Retail Properties of America (2016-2021) and Liberty Property Trust (2018-2020). He is also a member of the Advisory Board of Milhaus, a private multi-family developer based in Indianapolis, Indiana. Mr. Gifford received a B.A. from Dartmouth College and a master’s degree in Public and Private Management from the Yale School of Management. | | Jeffrey A. Kivitz Director since 2022 Age – 42 | Jeffrey A. Kivitz joined the Board on August 10, 2022. Mr. Kivitz serves as a member of the Compensation and Nominating/Corporate Governance Committees of the Company’s Board of Directors. Mr. Kivitz is an Investment Partner and the Chief Investment Officer of Canyon Capital Advisors (together with its affiliates, “Canyon”), and he oversees Canyon’s corporate and asset backed investment teams in developing, analyzing and implementing investment strategies across the firm’s global platform. He also serves as Co-Portfolio Manager for Canyon’s Evergreen Private Credit strategy, and he has extensive expertise in the financial, technology, software, building products and retail sectors. Prior to joining Canyon in August of 2008, Mr. Kivitz worked as a consultant in both the private equity and general consulting practices at Bain & Company, where he acted as an advisor on buyout and corporate strategy. Mr. Kivitz received a B.A. in Economics, cum laude, from Williams College. | | Michael A. Torres Director since 2023 Age – 65 | Michael A. Torres joined the Board as of June 15, 2023. Mr. Torres serves as a member of the Audit and Compensation Committees of the Company’s Board of Directors. Mr. Torres is Chief Executive Officer and portfolio manager of Adelante Capital Management, having joined Adelante in February 1995. He has over 37 years of real estate and securities research experience. Prior to joining Adelante, Mr. Torres was the Director of Real Estate Research and a portfolio manager for Wilshire Asset Management. At Wilshire, he created the Wilshire Real Estate Securities Index, widely recognized as the industry’s performance benchmark. Mr. Torres serves on the Board of Directors of Renova Therapeutics. He also serves on the BEE Partners LP and Blockchain Coinvestor’s Advisory Boards. He is an Emeritus Trustee of the UC Berkeley Foundation. Mr. Torres received a B.A. in Architecture and an M.B.A. from University of California, Berkeley. | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF THE SEVEN DIRECTOR NOMINEES NAMED ABOVE | |
Our Compensation Process
| Compensation Committee | • Annually evaluates the performance of each of the NEOs and determines compensation levels based on its performance evaluation • Makes all final determinations with respect to NEO compensation • Approves our executive compensation plans and policies • Responsible for administering our equity incentive plan | | Senior Management | • Provides information on the Company’s financial performance • CEO makes recommendations to the Compensation Committee relating to the compensation of executive officers who directly report to him, but the Committee has full autonomy in determining executive compensation • Recommends performance criteria in determining Annual Incentive Program (“AIP”) and performance-based Long-Term Incentive Program (“LTIP”) equity awards under the incentive compensation programs based on the Company’s business plan strategy but the Compensation Committee is not bound by management’s recommendations and makes its own determinations as to these matters | | Independent Compensation Consultant | • Provides counsel and guidance to the Compensation Committee concerning our compensation design and program effectiveness and governance standards • Provides comparative data, competitive positioning of executive pay, plan design, short-term and long-term incentive pay practices and market trends • Reports directly to the Compensation Committee The Compensation Committee engaged Ferguson Partners Consulting, L.P., one of the leading compensation consulting firms in the REIT industry, to serve as the Company’s independent compensation consultant to help the Committee establish the compensation programs for 2025 and 2026. The Compensation Committee reviewed Ferguson’s independence in accordance with the NYSE Listing Standards and applicable SEC regulations and concluded that the firm’s work did not raise any conflict of interest. |
Benchmarking and Use of Executive Compensation Peer Groups
Benchmarking and Use of Executive Compensation Peer Groups To help ensure that CBL’s executive compensation programs are fair, competitive and support retention, we annually review compensation programs of a peer group. Generally, peers are selected based on similar size (defined as 0.5x to 2.5x CBL in terms of total capitalization), industry (regional malls and shopping centers) and companies with which we may compete for executive talent. While the Compensation Committee does not set specific competitive pay targets or objectives in conducting these reviews, it has utilized these reviews to generally compare the compensation of the Company’s NEOs with similarly situated executive officers at peer companies. The Compensation Committee, with input from Ferguson, reviews the peer group annually to add or eliminate companies based on transactional activity impacting the peers, as well as changes to their size or industry focus. The chart below lists the companies included in the peer group the Compensation Committee has utilized in conducting reviews for 2025 and 2026:
Benchmarking and Use of Executive Compensation Peer Groups
| 2025 & 2026 Executive Compensation Peer Group for CBL | | | • Acadia Realty Trust (NYSE – AKR) | • Retail Opportunity Investments Corp. (NASDAQ – ROIC)(2) | | • AH Realty Trust, Inc. (NYSE – AHRT)(1) | • SITE Centers Corp. (NYSE – SITC) | | • CTO Realty Growth, Inc. (NYSE – CTO) | • Tanger Inc. (NYSE – SKT) | | • InvenTrust Properties Corp. (NYSE – IVT) | • The Macerich Company (NYSE – MAC) | | • Kite Realty Group Trust (NYSE – KRG) | • Urban Edge Properties (NYSE – UE) | | • Phillips Edison & Company (NASDAQ – PECO) | |
Benchmarking and Use of Executive Compensation Peer Groups
Added to the Company’s Compensation Peer Group in 2026. (2) ROIC was removed from the Company’s Compensation Peer Group in 2026 following its acquisition by Blackstone. Following the adjustments noted above for transactional activity involving the peer companies during the relevant review period and the addition of AH Realty Trust, Inc. (formerly Armada Hoffler Properties, Inc.), as recommended by Ferguson, the Compensation Committee continued to utilize the same peer group previously developed in consultation with Ferguson for the 2025 and 2026 executive compensation decisions discussed in this Proxy Statement. Summary of Our Executive Compensation Program: The elements of our senior executive compensation program are summarized in the table below, followed by additional details concerning the Compensation Committee’s actions on base salaries and incentive compensation awards for the Company’s NEOs during 2025 and early 2026.
Benchmarking and Use of Executive Compensation Peer Groups
| Element | Objectives | Key Features | | Base Salary | • Attract and retain high performing executives • Provide competitive fixed pay that takes into consideration each individual’s level of responsibility, experience, and tenure with the Company | ▪ Fixed element of compensation | | AIP | • On an annual basis, motivates the achievement of company and individual strategic objectives • Balances objectivity with subjectivity to support the Company’s annual business plan and operating goals • Drives annual performance that ultimately creates shareholder value | ▪ Objective measures under the AIP program include Corporate Goals related to (1) Operational Goals and (2) Financial Goals, each as set by the Compensation Committee and described further below ▪ Subjective goals vary per individual based on responsibilities | | LTIP | • Encourages executives to create shareholder value, aligning the interests of executives and shareholders over a longer-term • Incentivizes executives to achieve longer-term corporate goals • Provides a retention mechanism | ▪ LTIP utilizes a traditional structure with a portion allocated to time-based awards that vest ratably over three years, and a portion allocated to Performance Stock Unit awards that may be earned at the end of three-years based on absolute and relative TSR performance ▪ Shares issued at the conclusion of the 3-year performance period for the Performance Stock Units are issued as restricted stock, subject to a one-year cliff vesting |
Benchmarking and Use of Executive Compensation Peer Groups
Components of Our 2025 Executive Compensation Program: Base Salaries Historically, in reviewing and establishing base salaries for NEOs, the Compensation Committee has considered each Named Executive Officer’s level of responsibility, experience and tenure with the Company, as well as such officer’s performance in carrying out his or her responsibilities and overseeing those under his or her supervision. As illustrated below, the Compensation Committee determined to maintain base salaries for our NEOs at 2024 levels for both 2025 and 2026, other than a 1% market-based increase to the 2025 base salaries for Mr. Jaenicke and Ms. Reinsmidt.
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | 2024 Base Salary | 2025 Base Salary | 2026 Base Salary | | Stephen D. Lebovitz | $719,442 | $719,442 | $719,442 | | Benjamin W. Jaenicke | $400,000 | $404,000 | $404,000 | | Michael I. Lebovitz | $428,691 | $428,691 | $428,691 | | Katie A. Reinsmidt | $350,000 | $353,500 | $353,500 | | Jeffery V. Curry | $406,443 | $406,443 | $406,443 |
Benchmarking and Use of Executive Compensation Peer Groups
The base salaries reflected above took effect as of January 1 for each year. Incentive Compensation Elements: What We Pay and Why The Compensation Committee established the overall compensation program for our Named Executive Officers, including our NEO incentive program, to appropriately balance compensation based on (i) short-term vs. long-term performance and (ii) operational goals vs. stock price performance. The Compensation Committee further aims to provide an appropriate level of objectivity while retaining some subjectivity and flexibility to support the Company’s business plans and strategy consistent with changing market conditions. Our Named Executive Officers are compensated separately for short-term performance through cash awards under the AIP, and rewarded for value creation over a multi-year period through the LTIP that maintains accountability for the achievement of longer-term, sustained performance. Annual Incentive Compensation 2025 Annual Incentive Program In February 2025, the Compensation Committee approved a 2025 AIP for the Named Executive Officers. Based on consideration by the Compensation Committee of management’s recommendations supported by Ferguson, the target cash bonus award levels set for the 2025 AIP reflected a 5% increase from the target bonus levels set under the Company’s 2024 AIP The Compensation Committee also determined that the potential 2025 AIP payout associated with achievement of the Environmental and Social Governance (ESG)/Corporate Responsibility component of the Operational Goals for each Named Executive Officer will be limited to 100% of target. Accordingly, the following targets were established for each NEO:
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | 2025 Target AIP Award | | Stephen D. Lebovitz | $1,473,377 | | Benjamin W. Jaenicke | $635,145 | | Michael I. Lebovitz | $485,454 | | Katie A. Reinsmidt | $469,652 | | Jeffery V. Curry | $349,317 |
Benchmarking and Use of Executive Compensation Peer Groups
The 2025 AIP may be earned between 50% to 150% of target, with payouts for in-between performance determined on a prorated basis. No payout is earned for below threshold achievement. As in 2024 and prior years, for the Chief Executive Officer, 70% of the total AIP opportunity was based on the Corporate Goals (allocated between Financial Goals and Operational Goals), which are generally quantitative, and the remaining 30% was based on qualitative Individual Performance Goals. For the other NEOs, 60% of the total award was based on Corporate Goals and the remaining 40% was based on specific Individual Performance Goals.
Benchmarking and Use of Executive Compensation Peer Groups
| CEO | Other NEOs | Performance Goals | | | 42% | 36% | Financial Goals | | | | | | Corporate Goals | | 28% | 24% | Operational Goals | | | 30% | 40% | Individual Goals | Qualitative Goals |
Benchmarking and Use of Executive Compensation Peer Groups
Each year, with input from Senior Management, the Compensation Committee establishes the goals under the AIP with the objective of directly linking each payout to the successful execution of our annual business plan as follows:
Benchmarking and Use of Executive Compensation Peer Groups
| Why We Select Our Financial Goals: | | • AFFO is the earnings metric most commonly used by investors and analysts to evaluate the performance of REITs. • NOI is a useful measure of our financial condition and results of operations because it focuses on income and expense items at the property portfolio level. Generating stable NOI is an operational goal that resonates across our organization and involves the coordination of all disciplines within our Company. • Addressing property-level mortgage loans helps to ensure that CBL maintains a strong and efficient balance sheet that provides financial flexibility with limited near-term maturities. • All three financial measures are evaluated by investors and analysts on an absolute and relative basis and are important drivers of CBL’s stock performance. |
Benchmarking and Use of Executive Compensation Peer Groups
| Why We Select Our Operational Goals: | | • The square footage of leases executed in a given year is an objective measure fundamental to the Company’s short-term and long-term success. The leasing goal encourages senior management to focus on current addressable vacancies and near-term roll-over. • Investing in capital improvements and ensuring that anchor/junior anchor transactions are completed not only drives new rental streams but also enhances the attractiveness of our properties to shoppers and tenants and is a critical component of our business strategy. • Additionally, we have included Corporate Responsibility goals consistent with our commitment to be a good corporate citizen and execute corporate responsibility initiatives that deliver sustained value to our stakeholders. |
Benchmarking and Use of Executive Compensation Peer Groups
| How We Establish Our AIP Hurdles: | | • Each year, hurdles are established based on a thorough review of our internal business planning and budgeting, year-over-year growth projections and industry expectations. • Target levels are intended to be both challenging and achievable, while maximum levels are intended to represent stretch goals which, if achieved, will result in significant value created for our stockholders as demonstrated by our more than 37% total stockholder return in 2025 (assuming reinvestment of dividends). |
Benchmarking and Use of Executive Compensation Peer Groups
Corporate Goals established by the Compensation Committee for the 2025 AIP were as follows:
Benchmarking and Use of Executive Compensation Peer Groups
| Financial Goals: Weighting: 42% for CEO/ 36% for Others | | | | | | Goal | Threshold (50%) | Target (100%) | Stretch (150%) | Actual Results | | FFO, as adjusted (“AFFO”), as reported in CBL’s Forms 10-K and 10-Q filed with the SEC (the “Periodic Reports”) | $207.6 million | $215.6 million | $223.6 million | AFFO of $227.5 million(1) | | Gross Net Operating Income (“NOI”), as reported in CBL’s Periodic Reports | $425.8 million | $435.8 million | $445.8 million or greater | Gross NOI of $440.3 million(1) | | Address 2025 property level mortgage maturities through completed or in-process refinancing, extension/ modification, working with lender to convey the property or other satisfactory solution. | | | | Compensation Committee evaluated as 125% achieved, with all 2025 property level mortgage maturities having been addressed during the year, including the extension of the secured Term Loan, in addition to the Company having secured favorable financing for a four-mall acquisition in July 2025 coupled with an extension of the Company’s existing non-recourse loan with Beal bank. | | Overall Financial Goals Payout | | | | 132.5% |
Benchmarking and Use of Executive Compensation Peer Groups
| Operational Goals: Weighting: 28% for CEO/ 24% for Others | | | | | | Goal | Threshold (50%) | Target (100%) | Stretch (150%) | Actual Results | | Achieve new and renewal leasing square footage | 3.6 million square feet | 3.8 million square feet | 4.0 million square feet | 3.94 million square feet of new and renewal leasing executed in 2025(1) | | Number of (i) new or redevelopment project opening transactions and (ii) new sale, purchase or lease transactions for anchor/junior anchor spaces, in each case completed at or near pro forma returns | 6 | 7 | 10 | 4 new or redevelopment projects completed at or near targeted pro forma returns 6 new anchor/junior anchor transactions completed at or near targeted pro forma returns | | Number of designated Corporate Responsibility Goals completed for 2025 | 3 | 4 | 4 | All 4 designated Corporate Responsibility Goals completed for 2025 | | Overall Operational Goals Payout | | | | 128.7% |
Benchmarking and Use of Executive Compensation Peer Groups
The Compensation Committee has the ability to adjust each metric, if appropriate, to account for significant unbudgeted transactions or events, such as acquisitions, dispositions, joint ventures, equity or debt issuances and other capital markets activities, mark-to-market adjustments and certain one-time extraordinary charges for purposes of determining the portion of any Corporate Goals AIP Bonus Award payment based on these metrics. Pursuant to this authority, the Compensation Committee made the following adjustments to metrics in determining 2025 AIP Payouts: the final results for the AFFO and NOI metrics reflected in the tables above were adjusted to reflect the impact of (A) the unbudgeted acquisition of four malls (Ashland Town Center, Mesa Mall, Paddock Mall and Southgate Mall) in July 2025 from Washington Prime Group, (B) the unbudgeted sale of The Promenade in July 2025 and (C) the unbudgeted sale of Fremaux Town Center in October 2025. The final results for new and renewal leasing goals were similarly adjusted to reflect the impact of the unbudgeted sale of The Promenade as well as the unbudgeted sale of 840 Greenbrier Circle in June 2025 and the deconsolidation of Southpark Mall in July 2025. The qualitative component of the 2025 AIP bonus opportunity for each Named Executive Officer was based on the Compensation Committee’s subjective evaluation of each Named Executive Officer’s performance in relation to the 2025 qualitative performance objectives established by the Compensation Committee and outlined below for each such officer:
Benchmarking and Use of Executive Compensation Peer Groups
| NEO | 2025 Individual Performance Objectives | | Stephen D. Lebovitz | (1) Refining, enhancing and executing the Company’s Business Plan. (1) (2) Progress Executive Team capabilities and responsibilities. (3) Coordinate closely with the Board Chairman and regularly communicate with other members of the Board. (4) Maintaining and enhancing key retailer, financial and other important relationships. | | Benjamin W. Jaenicke | (1) Refining, enhancing and executing the Company’s Business Plan. (1) (2) Managing future debt maturities, both secured loans and the term loan. Managing the Company’s lending relationships as well as overseeing the Company’s disposition program. (3) Effectively leading the financial services team and managing the accounting function including the relationship with outside auditors. Regular involvement with other internal departments including leasing, management, development and financial operations. (4) Maintaining and improving key financial stakeholder and joint venture partner relationships. Ongoing involvement with investors and shareholders. (5) Effectively overseeing cash management, insurance, real estate taxes and other key responsibilities of the CFO. | | Michael I. Lebovitz | (1) Refining, enhancing and executing the Company’s Business Plan. (1) (2) Supervising redevelopment projects with a focus on managing capital investment as well as achieving approved pro forma returns and scheduled openings. (3) Managing and enhancing anchor/department store and joint venture partner relationships. (4) Effectively overseeing the Company’s Technology Solutions (IT) and People & Culture (HR) functions including the implementation of technology and organizational initiatives. (5) Ongoing involvement with the leasing, marketing and management divisions of the Company. | | Katie A. Reinsmidt | (1) Refining, enhancing and executing the Company’s Business Plan. (1) (2) Successfully managing the Company’s operations as COO, including enhanced leadership of leasing, management and operations. Ongoing focus on developing external relationships and interactions to support effectiveness as the Company’s COO. (3) Leading the Company’s acquisition program. Ongoing involvement in capital markets programs as well as coordinate development of certain required disclosures and public filings. (4) Effectively managing and overseeing the Company’s ESG/Corporate Responsibility, corporate communications and investor relations programs. (5) Continuing lead for Board material preparation and Board support. |
Benchmarking and Use of Executive Compensation Peer Groups
| NEO | 2025 Individual Performance Objectives | | Jeffery V. Curry | (1) Refining, enhancing and executing the Company’s Business Plan. (1) (2) Overseeing and pursuing favorable resolution of disputes/litigation as well as the legal department’s role in overall risk management for the Company. (3) Effectively managing and overseeing the legal department and manage spend on outside counsel. (4) Continued involvement in Board material preparation and Board support as necessary. Preparation and maintenance of corporate records including Board and committee meetings, resolutions and corporate actions, policies, organizational documents (charter, bylaws and certificates) and Company legal entity structure. (5) Maintaining and enhancing relationships with key business/legal representatives of CBL’s major vendors, joint venture partners and other key business relationships. |
Benchmarking and Use of Executive Compensation Peer Groups
For the 2025 AIP, 25% of the overall score for Individual Goals was weighted to performance relative to each NEO’s Goal #1 (Business Plan), while 75% of the overall score was weighted to performance relative to each NEO’s other listed Goals. Based on the Compensation Committee’s assessment of our NEOs’ achievement of the above objectives, which included input from the CEO for the NEOs other than himself, the Compensation Committee determined that the qualitative component of the 2025 AIP bonus was earned as follows for each NEO: • Stephen D. Lebovitz (125%) • Benjamin W. Jaenicke (140%) • Michael I. Lebovitz (115%) • Katie A. Reinsmidt (135%) • Jeffery V. Curry (115%) The following table illustrates the actual 2025 AIP cash bonus payouts approved by the Compensation Committee for each Named Executive Officer, in relation to their original AIP bonus targets:
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | Actual Corporate Goals Performance Award | Actual Individual Achievement Award (Qualitative Measures) | Total Award | Target Award | Achievement as an Overall Percentage of AIP Target | | Stephen D. Lebovitz | $1,350,743 | $552,516 | $1,903,259 | $1,473,377 | 129% | | Benjamin W. Jaenicke | $499,097 | $355,681 | $854,778 | $635,145 | 135% | | Michael I. Lebovitz | $381,470 | $223,309 | $604,779 | $485,454 | 125% | | Katie A. Reinsmidt | $369,053 | $253,612 | $622,665 | $469,652 | 133% | | Jeffery V. Curry | $274,493 | $160,686 | $435,179 | $349,317 | 125% |
Benchmarking and Use of Executive Compensation Peer Groups
Long-Term Incentive Compensation 2025 Long Term Incentive Compensation Program On February 12, 2025, the Compensation Committee approved 2025 LTIP awards under the 2021 Equity Incentive Plan for our current Named Executive Officers, consisting of the following elements:
Benchmarking and Use of Executive Compensation Peer Groups
| Annual Restricted Stock Awards Weighting: 30% for the CEO /40% for Others | Shares vest over a three (3) year period, with restrictions expiring on one third of the shares subject to each Award annually beginning on the first anniversary of the date of grant. | | Performance Stock Unit (“PSU”) Awards Weighting: 70% for the CEO / 30% for Others | Shares vest at the conclusion of a three (3) year performance period, with 30% of the Award based on relative Total Stockholder Return (“TSR”) performance versus the Retail Sector Component (excluding companies comprising the Free-Standing Subsector) of the FTSE NAREIT All Equity REIT Index and 70% of the Award based on absolute TSR performance. |
Benchmarking and Use of Executive Compensation Peer Groups
Performance Stock Unit Awards Component of 2025 LTIP Awards As noted above, the PSU awards may be earned based on pre-established absolute and relative TSR goals as follows: (i) a portion (30%) of the number of shares issued will be determined based on the Company’s achievement of specified levels of long-term relative Total Stockholder Return (“TSR”) performance (stock price appreciation plus aggregate dividends) versus the Retail Sector Component (excluding companies comprising the Free-Standing Subsector) of the FTSE NAREIT All Equity REIT Index (the “Designated Index”), provided that at least a “Threshold” level must be attained for any shares to be received, and (ii) a portion (70%) of such number of shares issued will be determined based on the Company’s absolute TSR performance over such period, provided that at least a “Threshold” level must be attained for any shares to be received, as described below. Based on management’s review and the Compensation Committee’s consideration of market‑based data contained in an annual update of the Company’s Executive Compensation Peer Group Analysis provided by Ferguson, the Compensation Committee approved the adjustments reflected below to the Threshold, Target and Maximum performance hurdles for the Absolute Annualized Company TSR Metric for the 2025 LTIP Awards. Following its review of relevant market data, the Compensation Committee determined that the revised hurdles appropriately align with prevailing market and industry performance expectations while continuing to represent rigorous performance standards within the REIT industry.
Benchmarking and Use of Executive Compensation Peer Groups
| Metric | Weighting | Below Threshold (0% Payout) | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR vs. the Designated Index | 30% | Below the 30th percentile | 30th percentile | 50th percentile | 75th percentile or higher | | Absolute Annualized Company TSR | 70% | Less than 5.5% | 5.5% | 10.0% | 18.0% |
Benchmarking and Use of Executive Compensation Peer Groups
If the calculated comparison is between Threshold and Maximum for any performance period, then the number of Performance Stock Units earned will be correspondingly prorated between the values indicated in the preceding table. Such shares, if and when issued at the conclusion of the 3-year performance period, will vest in full on the first anniversary date following the date of issuance of such shares. Annual Restricted Stock Awards Component of LTIP As referenced above, each LTIP Award also includes a target value amount (30% for the CEO and 40% for the other NEOs) that a Named Executive Officer will receive in the form of an Annual Restricted Stock Award. Additional terms and conditions of both the Annual Restricted Stock Awards component and the PSU component of the LTIP Awards to the Named Executive Officers are described below under the heading “Additional Terms and Conditions of the LTIP Awards.” Named Executive Officer Grants under 2025 LTIP LTIP Awards approved by the Compensation Committee for the Company’s 2025 year and the 2025 – 2027 performance cycle with respect to the Performance Stock Units were as follows:
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | Target Value of Long-Term Incentive Award | Target Value of PSU Award (1) | Target Number of Performance Stock Units (2) | Value of Annual Restricted Stock Award (1) | Number of Shares of Annual Restricted Stock Awarded (3) | | Stephen D. Lebovitz | $1,556,500 | $1,089,550 | 35,318 | $466,950 | 15,136 | | Benjamin W. Jaenicke | $1,288,000 | $772,800 | 25,050 | $515,200 | 16,700 | | Michael I. Lebovitz | $673,500 | $404,100 | 13,099 | $269,400 | 8,733 | | Katie A. Reinsmidt | $673,500 | $404,100 | 13,099 | $269,400 | 8,733 | | Jeffery V. Curry | $673,500 | $404,100 | 13,099 | $269,400 | 8,733 |
Benchmarking and Use of Executive Compensation Peer Groups
(1) The Long-Term Incentive Awards are divided into two parts: 60% (70% for the CEO) for the Performance Stock Unit Awards and 40% (30% for the CEO) for Annual Restricted Stock Awards. (2) The number of PSUs granted was determined by dividing the target value of each such PSU Award by $30.85, the average of the high and low prices reported for the Company’s Common Stock on the NYSE on the date that the Compensation Committee set the target value for the 2025 LTIP Award (February 12, 2025), with any fractional amounts rounded up to the next whole share. The number of shares of restricted Common Stock per each Annual Restricted Stock Award likewise was determined by dividing the value of each such Annual Restricted Stock Award by $30.85, determined as stated above, and rounding to the nearest whole share. Outcome of Year 4 Performance Period Under 2022 PSU Awards As described in greater detail in the Compensation Discussion and Analysis section of the Company’s proxy statement for our 2022 Annual Meeting of Shareholders (the “2022 CD&A”), following the Company’s emergence from Chapter 11 reorganization the Compensation Committee and senior management worked with Ferguson to develop a new equity incentive program for senior management. As a result, the Compensation Committee made an initial grant of PSUs in February 2022 based on a challenging set of four-year total market return goals, coupled with meaningful stated corporate goals intended to further stabilize and grow the business of the restructured Company moving forward. These initial equity incentives were based on performance over a four‑year period aligned with fiscal years 2022 through 2025, with one-quarter of the PSUs assigned to each fiscal year within the four-year performance period (each, an “Annual Performance Period” and all four, collectively, the “Full Performance Period”). The number of PSUs earned for each fiscal year within the four-year performance period is determined based on the achievement of both (i) a quantitative total market return goal (the “TMR Goal”), and (ii) a Company-specific stated goal (the “Stated Goal”), for such fiscal year, as detailed in the 2022 CD&A in the Company’s proxy statement for our 2023 Annual Meeting. During February 2026, the Compensation Committee reviewed and certified that the Company had achieved both the TMR Goal, as adjusted to account for share repurchase activity through December 31, 2025 under the Company’s previously announced stock repurchase programs (based on a peak TMR value of $1.19 billion achieved during the measurement period) and the annual stated goals (successfully satisfying the criteria for an extension of the Company’s term loan maturity as of April 30, 2025) for the Year 4 Performance Period under these PSUs. Accordingly, the four current NEOs who participated in the initial February 2022 PSU awards earned the full 25% of their PSUs allocated to Year 4 performance, adjusted for cash dividends declared on the Company’s Common Stock during the Year 1, Year 2, Year 3 and Year 4 performance periods, as illustrated in the following table:
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | Unearned PSUs Remaining Following Payout for Year 3 Performance Period | Additional Dividend Equivalency PSUs Added During Year 4(1) | Adjusted Total PSUs Outstanding at End of Year 4 Performance Period | Total PSUs Earned for Year 4 Performance Period (Fourth 25% Installment) | Value of PSUs Earned/ Shares Issued for Year 4 Performance Period(2) | | Stephen D. Lebovitz | 116,128 | 10,704 | 126,832 | 126,832 | $4,692,784 | | Michael I. Lebovitz | 19,355 | 1,784 | 21,140 | 21,140 | $782,180 | | Katie A. Reinsmidt | 19,355 | 1,784 | 21,140 | 21,140 | $782,180 | | Jeffery V. Curry | 19,355 | 1,784 | 21,140 | 21,140 | $782,180 |
Benchmarking and Use of Executive Compensation Peer Groups
(1) Based on total dividends of $2.50 per share declared on the Company’s Common Stock during 2025 (includes quarterly dividends of $0.40 per share for each of the first and second quarters and $0.45 per share for each of the third and fourth quarters, plus a special dividend of $0.80 per share), with the number of Dividend Equivalency PSUs added for each such dividend determined based on the number of shares of Common Stock that could be purchased with such cash dividends at the then-current price of the Common Stock (using the closing price per share for the Common Stock on the NYSE on the applicable dividend record date), and rounded to the nearest whole PSU. (2) Based on $37.00 per share, the closing market price for the Company’s Common Stock on the NYSE on December 31, 2025, the last trading day of fiscal year 2025, which coincided with the conclusion of the Year 4 Performance Period applicable to these PSUs on December 31, 2025. Outcome of Three-Year 2023-2025 Performance Period Under 2023 PSU Awards As described in greater detail in the Compensation Discussion and Analysis section of the Company’s proxy statement for our 2024 Annual Meeting of Shareholders (the “2024 CD&A”), in February 2023 the Compensation Committee approved 2023 LTIP awards for the Company’s NEOs which included a grant of PSUs based on a three-year 2023 – 2025 performance cycle (the “2023 PSUs”). The structure and performance goals established for the 2023 PSUs were similar to the PSUs granted in February 2025 as described above, but with certain differences (summarized below) relevant to the outcome of the 2023 PSUs following the completion of their 3-year performance cycle on December 31, 2025. The relative TSR goals (vs. the Designated Index) and the Absolute Annualized Company TSR goals applicable to the 2023 PSUs were as follows:
Benchmarking and Use of Executive Compensation Peer Groups
| Metric | Weighting | Below Threshold (0% Payout) | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR vs. the Designated Index | 40% | Below the 30th percentile | 30th percentile | 50th percentile | 75th percentile or higher | | Absolute Annualized Company TSR | 60% | Less than 5.5% | 5.5% | 9.0% | 15.0% |
Benchmarking and Use of Executive Compensation Peer Groups
As described above for the 2025 PSU grants, the number of Performance Stock Units actually earned had the potential to be prorated between the values indicated in the preceding table for calculated performance outcomes between Threshold and Maximum for the 3-year performance period under the 2023 PSUs. Shares earned by each NEO (as detailed below) were initially issued as restricted Common Stock that will vest in full on the first anniversary date following their date of issuance. Additionally, upon vesting, each Named Executive Officer will be required to retain ownership of shares representing the after-tax value of the shares earned pursuant to the 2023 PSUs for a period of two years following their vesting date, except upon the NEO’s termination of employment with the Company. During February 2026, the Compensation Committee reviewed the outcome of the Company’s performance in relation to the 2023 PSU Goals and certified that the Company had achieved both the “Relative TSR vs Designated Index Goal and the Absolute Annualized Company TSR Goal under the 2023 PSUs at the Maximum/200% Payout level, based on: • the achievement of TSR over the 3-year performance cycle at the 94th percentile level relative to the Designated Index as of December 31, 2025; and • the achievement of Annualized Company TSR of 22.67% over the 3-year performance cycle Accordingly, each of the Company’s NEOs earned a payout of shares of restricted Common Stock equal to 200% of the number of PSUs allocated to them under the 2023 LTIP, adjusted for cash dividends declared on the Company’s Common Stock during each of the three years in the relevant performance cycle, as illustrated in the following table:
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | Original PSUs Issued for 3-Year Performance Period Under the 2023 LTIP | Additional Dividend Equivalency PSUs Added During Performance Period(1) | Adjusted Total PSUs Outstanding at End of 2023 LTIP 3-Year Performance Period | Number of Shares Earned for 2023 PSUs at 200% Payout Factor | Value of PSUs Earned/ Shares Issued at Conclusion of 2023 PSU Performance Period(2) | | Stephen D. Lebovitz | 41,542 | 10,094 | 51,636 | 103,271 | $3,821,027 | | Benjamin W. Jaenicke | 31,287 | 7,602 | 38,889 | 77,778 | $2,877,786 | | Michael I. Lebovitz | 17,311 | 4,206 | 21,517 | 43,035 | $1,592,295 | | Katie A. Reinsmidt | 17,311 | 4,206 | 21,517 | 43,035 | $1,592,295 | | Jeffery V. Curry | 17,311 | 4,206 | 21,517 | 43,035 | $1,592,295 |
Benchmarking and Use of Executive Compensation Peer Groups
Based on total dividends declared on the Company’s Common Stock as detailed below during each of the 3 years included in the 2023 LTIP performance period, with the number of Dividend Equivalency PSUs added for each such dividend determined based on the number of shares of Common Stock that could be purchased with such cash dividends at the then-current price of the Common Stock (using the closing price per share for the Common Stock on the NYSE on the applicable dividend record date), and rounded to the nearest whole PSU. Based on $37.00 per share, the closing market price for the Company’s Common Stock on the NYSE on December 31, 2025, the last trading day of fiscal year 2025, which coincided with the conclusion of the 3-Year Performance Period applicable to the 2023 PSUs on December 31, 2025. Incentive Components of Our 2026 Executive Compensation Program: 2026 Annual Incentive Program In February 2026, the Compensation Committee approved a 2026 AIP for the Named Executive Officers. The 2026 AIP, similar to the 2025 AIP described above, is designed to reward the participating Executive Officers for the achievement of annual Corporate Goals and Individual Performance Goals, as assessed by the Compensation Committee. As in prior years, for the Chief Executive Officer 70% of the total AIP opportunity will be based on the Corporate Goals, which are generally quantitative, and the remaining 30% will be based on qualitative Individual Performance Goals. For the other participating NEOs, 60% of the total award will be based on Corporate Goals and the remaining 40% will be based on Individual Performance Goals. The Corporate Goals portion of the 2026 AIP awards is allocated once again between two categories of performance measures as described below, with (A) the Financial Goals weighted 42% for the CEO and 36% for the other participating Named Executive Officers and (B) the Operational Goals weighted 28% for the CEO and 24% for the other participating Named Executive Officers: (1) Financial Goals, including goals related to (i) Funds From Operations (“FFO”), as adjusted, as reported in the Company’s Periodic Reports filed with the SEC, (ii) Net Operating Income as reported in the Periodic Reports, and (iii) addressing property level mortgage maturities; and (2) Operational Goals, including goals related to (i) square footage of new and renewal leases signed and (ii) achievement of targets related to new development and redevelopment project openings, as well as anchor transactions, at the Company’s properties. Consistent with the 2025 AIP, the remaining portion of the award will be based on specific Individual Goals set under the qualitative portion, and the actual payout ultimately received by each participating NEO based on the Corporate Goal metrics will be determined in relation to the threshold, target and maximum performance levels established for such metric by the Compensation Committee in the same manner as described above for the 2025 AIP. Based on consideration by the Compensation Committee and management of recommendations from Ferguson, the Compensation Committee determined that the target cash bonus award levels set forth in the table below for the 2026 AIP would reflect a 3% increase from the target bonus levels set under the Company’s 2025 AIP.
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officer | Total 2026 Target Cash Bonus Award ($) | Quantitative Allocation | Qualitative/ Individual Allocation | | Stephen D. Lebovitz | 1,517,578 | 70% | 30% | | Benjamin W. Jaenicke | 654,199 | 60% | 40% | | Michael I. Lebovitz | 500,018 | 60% | 40% | | Katie A. Reinsmidt | 483,742 | 60% | 40% | | Jeffery V. Curry | 359,797 | 60% | 40% |
Benchmarking and Use of Executive Compensation Peer Groups
As in the case of the 2025 AIP, payouts for cash bonus awards based on performance in relation to the corporate goal metrics under the AIP may range from 50% (threshold) to 150% (stretch). Performance achieved between threshold and stretch level for either metric results in a prorated bonus payout. There is no payout for the portion of any award that is based on a performance metric for which less than the threshold level of performance is achieved. As in prior years, the Compensation Committee has the ability to adjust each metric, if appropriate, to account for significant unbudgeted transactions or events, such as acquisitions, dispositions, joint ventures, equity or debt issuances and other capital markets activities, mark-to-market adjustments and certain one-time extraordinary charges for purposes of determining the portion of any Corporate Goals AIP Bonus Award payment based on these metrics. 2026 Long Term Incentive Compensation Program In February 2026, the Compensation Committee also approved 2026 LTIP awards for the Named Executive Officers, consisting of both a PSU component and an Annual Restricted Stock Award component. The structure of these awards is substantially similar to those included in the 2025 LTIP described above. Named Executive Officer Grants under 2026 LTIP The following table illustrates the LTIP Awards approved by the Compensation Committee for the Company’s 2026 year and the 2026 – 2028 performance cycle with respect to the Performance Stock Units:
Benchmarking and Use of Executive Compensation Peer Groups
| Named Executive Officers | Target Value of Long-Term Incentive Award | Target Value of PSU Award (1) | Target Number of Performance Stock Units (2) | Value of Annual Restricted Stock Award (1) | Number of Shares of Annual Restricted Stock Awarded (3) | | Stephen D. Lebovitz | $1,556,500 | $1,089,550 | 30,227 | $466,950 | 12,955 | | Benjamin W. Jaenicke | $1,288,000 | $772,800 | 21,440 | $515,200 | 14,293 | | Michael I. Lebovitz | $673,500 | $404,100 | 11,211 | $269,400 | 7,474 | | Katie A. Reinsmidt | $673,500 | $404,100 | 11,211 | $269,400 | 7,474 | | Jeffery V. Curry | $673,500 | $404,100 | 11,211 | $269,400 | 7,474 |
Benchmarking and Use of Executive Compensation Peer Groups
(1) The Long-Term Incentive Awards are divided into two parts: 60% (70% for the CEO) for the Performance Stock Unit Awards and 40% (30% for the CEO) for Annual Restricted Stock Awards. (2) The number of PSUs granted was determined by dividing the target value of each such PSU Award by $36.045, the average of the high and low prices reported for the Company’s Common Stock on the NYSE on the date that the Compensation Committee set the target value for the 2026 LTIP Award (February 11, 2026), with any fractional amounts rounded up or down (as applicable) to the next whole share. (3) The number of shares of restricted Common Stock per each Annual Restricted Stock Award likewise was determined by dividing the value of each such Annual Restricted Stock Award by $36.045, determined as stated above. Performance Stock Unit Awards Component of 2026 LTIP Awards As noted above, the PSU awards may be earned based on the pre-established absolute and relative TSR goals as reflected in the table below, which the Compensation Committee elected to maintain at the same level as the goals established for PSU awards under the 2025 LTIP:
Benchmarking and Use of Executive Compensation Peer Groups
| Metric | Weighting | Below Threshold (0% Payout) | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR vs. the Designated Index | 30% | Below the 30th percentile | 30th percentile | 50th percentile | 75th percentile or higher | | Absolute Annualized Company TSR | 70% | Less than 5.5% | 5.5% | 10.0% | 18.0% |
Benchmarking and Use of Executive Compensation Peer Groups
If the calculated comparison is between Threshold and Maximum for any performance period, then the number of Performance Stock Units earned will be correspondingly prorated between the values indicated in the preceding table. Such shares, if and when issued at the conclusion of the 3-year performance period, will then vest in full on the first anniversary date following the date of issuance of such shares. Additional terms and conditions of the PSU component of the 2026 LTIP Awards to the Named Executive Officers are the same as those described above for the 2025 LTIP Awards, except for an expansion of the Compensation Committee’s discretion, added in 2025, to allow a portion of any shares earned to vest during the additional one-year restricted period on a pro-rata basis in the event of an officer’s voluntary retirement, as described below. Annual Restricted Stock Awards Component of LTIP As referenced above, each LTIP Award also includes a target value amount (30% for the CEO and 40% for the other NEOs) that a Named Executive Officer will receive in the form of an Annual Restricted Stock Award. Additional terms and conditions of both the Annual Restricted Stock Awards component and the PSU component of the LTIP Awards to the Named Executive Officers are described below under the heading “Additional Terms and Conditions of the LTIP Awards.” Additional Compensation Policies and Practices Executive Employment Agreements The Company has entered into Executive Employment Agreements with each of its Named Executive Officers. The current terms of such agreements, as most recently amended and restated in February 2026 following an Employment Agreement and Retirement Policy Review conducted by Ferguson, are described herein under the heading “Additional Information Concerning Executive Compensation – Executive Employment Agreements.” Additional Terms and Conditions of the LTIP Awards Additional terms and conditions of the Annual Restricted Stock Awards component of the LTIP Awards to the Named Executive Officers may be summarized as follows: • The shares vest over a three (3) year period, with restrictions expiring on one third of the shares subject to each award annually beginning on the first anniversary of the date of grant. • The grantee generally has all of the rights of a stockholder during the vesting/restricted period, including the right to receive dividends on the same basis and at the same rate as all other outstanding shares of Common Stock and the right to vote such shares on any matter on which holders of the Company’s Common Stock are entitled to vote. • The shares generally are not transferable during the restricted period, except for any transfers which may be required by law (such as pursuant to a domestic relations order). If the grantee’s employment terminates during the restricted period for any reason other than (i) a grantee’s voluntary retirement in connection with a pro-rata vesting approved by the Compensation Committee; (ii) termination by the Company without “cause” (as defined in the award), (iii) death or disability (as defined in the award) or (iv) termination by the Company within 24 months following a Change in Control (as defined in the 2021 Equity Incentive Plan), the award agreements provide that any non-vested portion of the restricted stock award will be immediately forfeited by the grantee. If the grantee’s employment is terminated due to voluntary retirement during the restricted period, and the Compensation Committee exercises its discretion to deem such termination a Company-Approved Retirement for which partial vesting will be allowed, then a portion of the restricted stock award that is not vested on the date of such retirement equal to the amount of such non-vested shares reflecting a pro-rated calculation from the date of the award through the date of such termination shall vest, and the balance of any such non-vested shares shall be forfeited by the grantee. Any portion of a restricted stock award that is not vested on the date of any voluntary retirement by a grantee that is not determined by the Compensation Committee to be a Company-Approved Retirement will likewise be forfeited and returned to the Company. If employment terminates during the restricted period (i) due to a termination by the Company without “cause” (as defined in the award), (ii) due to death or disability (as defined in the award) or (iii) due to termination by the Company within 24 months following a Change in Control (as defined in the 2021 Equity Incentive Plan), the award agreements provide that any portion of the restricted stock award that is not vested as of such date shall immediately become fully vested in the grantee or his or her estate, as applicable. Additional terms and conditions of the PSU component of the LTIP Awards to the Named Executive Officers may be summarized as follows: • Shares subject to PSU Awards will not be issued until the maturity of each such award at the end of a 3-year performance period and, accordingly, will not have any voting rights and will not receive any dividends until following any such issuance. As soon as administratively practicable following the date on which the Company’s Compensation Committee certifies that a PSU award is earned for the applicable performance period, the Company will issue to the participant one share of the Company’s Common Stock for each earned PSU. Settlement is subject to applicable tax withholding. • As cash or stock dividends are paid on the shares of Common Stock underlying the PSUs, those dividends will increase the number of a participant’s outstanding PSUs. In the case of cash dividends, the number of additional PSUs will be determined based on the number of shares of Common Stock that could be purchased with such cash dividends based on the closing price of Company Common Stock on the applicable record date. Dividend equivalents will be paid out in additional shares of Common Stock at the time the PSUs are earned. Dividend equivalents related to PSUs that are not earned will be forfeited. • If a participating officer’s employment is terminated prior to the end of any performance period due to (A) death or disability (as defined in the PSU award agreements) or (B) due to a termination by the Company without “Cause” (as defined in the PSU award agreements), then the PSU award will be accelerated such that the officer will be entitled to receive a pro rata portion of any PSUs earned for that Performance Period (determined by dividing the number of days from January 1 of the applicable year within the 3-year performance period through the date of such termination by 365), and the Company shall issue to the officer (or his or her beneficiary) a number of fully vested shares of Common Stock equal to such number of PSUs earned by the officer within 60 days of such termination. In the discretion of the Compensation Committee, a participating officer who voluntarily retires prior to the end of any performance period may similarly be entitled to receive a pro rata portion of any PSUs earned for that Performance Period, determined as described in the preceding sentence (any such event being referred to as a “Company-Approved Retirement” under the 2025 LTIP). In either case, any remaining PSUs for such performance period, and any subsequent performance period, will be forfeited.
Benchmarking and Use of Executive Compensation Peer Groups
If a participating officer’s employment is terminated other than for “Cause” (as defined in the PSU award agreements) within 24 months following a Change in Control (as defined in the PSU award agreements) and prior to the end of the 3-year performance period, then the PSU award will be accelerated such that the officer will be entitled to receive a pro rata portion of any PSUs earned through the date of such termination (determined by dividing the number of days from January 1 of the applicable year within the 3-year performance period through the date of such termination by 365), and the Company shall issue to the officer (or his or her beneficiary) a number of fully vested shares of Common Stock equal to such number of PSUs earned by the officer within 60 days of such termination. Any remaining PSUs for such performance period, and any subsequent performance period, will be forfeited. Clawback Policy The Company has maintained an executive compensation clawback policy applicable to its Named Executive Officers since 2015. In compliance with updates to SEC and NYSE requirements, this policy was updated effective October 2, 2023, regarding the adjustment or recovery of certain incentive awards or payments made to current or former officers of the Company subject to Section 16 of the Exchange Act (which includes the Named Executive Officers), if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to a Section 16 officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. Stock Ownership Requirements and Anti-Hedging Policy As discussed above under “Corporate Governance Matters – Additional Policy Statements,” we maintain minimum stock ownership requirements for the Company’s Non-Employee Directors and executive officers. CBL also maintains a policy prohibiting officers and directors from engaging in “hedging” transactions involving any stock or securities of the Company. Specifically, except for indirect transactions not effectively under the control of a covered officer or director (such as transactions carried out by a mutual fund or similar vehicle in which an officer or director may invest, pursuant to investment decisions made by an independent third party manager), the policy prohibits the Company’s directors and officers of the Company or any of its subsidiaries of the level of vice president or above from engaging in hedging or monetization activities through transactions in Company securities or through the use of financial instruments designed for such purposes (including without limitation short-sales, options, puts, calls, and sales against the box, as well as derivative transactions including swaps, forwards, futures, collars and exchange funds). Under the policy, such individuals are generally prohibited from (i) owning financial instruments or participating in investment strategies that represent a direct or indirect hedge of the economic risk of owning Company securities or (ii) owning or participating in any other securities, instruments, contracts, arrangements or understandings that give the holder any rights to acquire any such Company securities. Corporate Aircraft Usage Pursuant to a policy adopted by the Company’s Board of Directors, upon approval by the Independent Directors (including the members of the Compensation Committee), and subject to the requirements and limitations of the Federal Aviation Regulations as currently interpreted by the Federal Aviation Administration’s Chief Counsel, Company executives who utilize a private aircraft owned and/or leased by the Management Company for personal transportation (as specified in such policy) reimburse the Company in connection with such usage. Such reimbursement is in an amount equal to the estimated aggregate incremental cost to the Company of such flights (including the variable direct costs of each flight, such as fuel, airport and landing fees, supplies and catering, direct crew costs, and a proportionate share of operating costs for airframe and engines and the cost of repositioning or “deadhead” flights, but excluding costs that do not vary with each flight, such as pilots’ salaries and training, insurance, hangar expense at home base and depreciation, capital and leasing costs associated with the aircraft). As such, the Company was reimbursed for the cost of all trips that were of a personal nature taken by a Named Executive Officer. This policy, however, does not require such reimbursement in certain instances, including but not limited to travel to and from Company offices, where the trip is primarily for a business purpose that benefits the Company. In these instances, allowing the use of aircraft owned or leased by the Company for executive travel serves the Company’s business purposes by enhancing the executive’s security and ability to attend to business matters while in transit, notwithstanding the fact that current SEC rules may require disclosure of the aggregate incremental cost attributable to such trips as additional “perquisite” compensation for the Named Executive Officers. As detailed in the Summary Compensation Table below, for 2025 Stephen D. Lebovitz received $249,991 of compensation attributable to such aircraft usage. Retiree Insurance Programs The Company has three programs in place for providing limited post-retirement coverage under the Company’s group medical insurance plan for certain eligible employees – (1) the Tier I Legacy Retiree Program, which applies to Company employees who retire with 30 or more years of service with the Company and/or its affiliates or predecessors; (2) the Tier II Legacy Retiree Program, which applies to Company employees who retire at age 60, but less than age 65, with a total of 20 or more (but less than 30) years of service; and (3) the Tier III Post-65 Retiree Program, which applies to Company officers at the level of senior vice president and above who retire at age 65 or above with 40 or more years of service to the Company and/or its affiliates or predecessors. Details of the Tier I program, which is the only level applicable to any of the Company’s NEOs for purposes of the disclosures herein under the heading “Executive Compensation – Potential Payments Upon Termination or Change in Control,” are further described in that section of this Proxy Statement. Effect of Regulatory Requirements on Executive Compensation Accounting Treatment and Tax Deductibility of Executive Compensation. The Committee generally considers the accounting treatment and tax implications of the compensation awarded or paid to our executives. Grants of equity compensation awards under our long-term incentive program are accounted for under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) imposes a $1,000,000 ceiling on a publicly traded corporation’s federal income tax deduction for compensation paid in a taxable year to the corporation’s chief executive officer and certain other executive officers. Prior to passage of the Tax Cuts and Jobs Act in December 2017 (the “2017 Tax Act”), this limitation did not apply to any compensation that satisfies certain requirements to be treated as “performance-based compensation” under Section 162(m) and the related regulations. Following the 2017 Tax Act, this “performance-based” exclusion only applies to certain contracts in effect on November 2, 2017 and not materially modified thereafter.
Benchmarking and Use of Executive Compensation Peer Groups
Because substantially all services performed by the Company’s executive officers are rendered on behalf of our Operating Partnership and/or the Management Company, our executive officers receive all of their compensation as employees of the Management Company. We believe the compensation paid to our executive officers is not subject to Section 162(m) of the Code to the extent such compensation is attributable to services rendered for the Operating Partnership and/or the Management Company. Further, since we have elected to qualify as a REIT under the Code, we generally will not be subject to federal income tax. Thus, the deduction limit contained in Section 162(m) of the Code for compensation paid to CEOs and certain other public company executive officers is not material to the design and structure of our executive compensation program. Section 409A. Section 409A of the Code generally affects the federal income tax treatment of most forms of deferred compensation (subject to limited grandfathering for certain deferred compensation arrangements in place on or prior to October 3, 2004) by accelerating the timing of the inclusion of the deferred compensation to the recipient for federal income tax purposes and imposing an additional federal income tax on the recipient equal to 20% of the amount of the accelerated income. Management and the Compensation Committee consider the potential adverse federal income tax impact of Section 409A of the Code in determining the form and timing of compensation paid to the Company's executive officers and other employees.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of the Company’s Named Executive Officers (as determined pursuant to SEC rules) for the Company’s fiscal years ended December 31, 2023, 2024 and 2025:
Summary Compensation Table
| Summary Compensation Table (1) | | | | | | | | | Name and Principal Position(2) | Year | Salary($) (3) | Bonus($) (4) | Stock Award(s) ($) (5) | Non-equity Incentive Plan Compensation ($) (6) | All Other Compensation ($) (7) | Total Compensation ($) | | Stephen D. Lebovitz, Director, Chief Executive Officer | 2025 | 719,442 | 552,516 | 1,723,203 | 1,350,743 | 258,741 | 4,604,645 | | | 2024 | 719,442 | 484,110 | 1,599,544 | 1,284,621 | 303,550 | 4,391,267 | | | 2023 | 719,442 | 346,726 | 2,353,752 | 1,029,669 | 334,402 | 4,783,991 | | Benjamin A. Jaenicke, Executive Vice President – Chief Financial Officer and Treasurer | 2025 | 404,000 | 355,681 | 1,406,224 | 499,097 | 8,750 | 2,673,752 | | | 2024 | 400,000 | 402,450 | 1,318,522 | 474,665 | 8,625 | 2,604,262 | | | 2023 | 350,000 | 169,000 | 1,912,489 | 283,920 | 8,250 | 2,723,659 | | Michael I. Lebovitz, President | 2025 | 428,691 | 223,309 | 735,347 | 381,470 | 8,750 | 1,777,567 | | | 2024 | 428,691 | 212,675 | 689,481 | 362,796 | 8,625 | 1,702,268 | | | 2023 | 428,691 | 144,935 | 980,811 | 289,870 | 8,250 | 1,852,557 | | Katie A. Reinsmidt, Executive Vice President – Chief Operating Officer | 2025 | 353,500 | 253,612 | 735,347 | 369,053 | 8,750 | 1,720,262 | | | 2024 | 350,000 | 223,644 | 689,481 | 350,987 | 8,625 | 1,622,737 | | | 2023 | 309,000 | 165,375 | 980,811 | 277,830 | 8,250 | 1,741,266 | | Jeffery V. Curry, Chief Legal Officer and Secretary | 2025 | 406,443 | 160,686 | 735,347 | 274,493 | 8,750 | 1,585,719 | | | 2024 | 406,443 | 153,034 | 689,481 | 261,056 | 8,256 | 1,518,270 | | | 2023 | 406,443 | 93,073 | 980,811 | 186,146 | 8,250 | 1,674,723 |
Summary Compensation Table
(1) All compensation cost resulting from amounts paid to the Named Executive Officers as shown in this table is recognized by the Management Company, which is a taxable REIT subsidiary. (2) The position shown represents the individual’s position with the Company and the Management Company. (3) Each of the Named Executive Officers also elected to contribute a portion of his or her salary to the CBL & Associates Management, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”) during each period presented. (4) Represents the qualitative component of each Named Executive Officer’s cash bonus paid under each relevant year’s Annual Incentive Plan, respectively, for Named Executive Officers (as described above in the “Compensation Discussion and Analysis” section). For CFO Benjamin W. Jaenicke, his 2024 cash bonus shown in this column also includes an additional $100,000 discretionary cash bonus recommended by the CEO, and approved by the Compensation Committee, in recognition of his extraordinary efforts in executing the Company’s 2024 property disposition program. (5) We report all equity awards at their full grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718. For the time-vested restricted Common Stock component of awards under the Company’s LTIP for NEOs in 2023, 2024 and 2025, such value is calculated based on the NYSE market price, determined as the average of the high and low trading prices reported on the NYSE for shares of our Common Stock subject to the award on the grant date for the award. For PSUs awarded to NEOs under the Company’s LTIP on February 15, 2023, the fair value was estimated on the date of grant using a Monte Carlo Simulation model. Such valuation consisted of computing the fair value using the Company’s simulated stock price as well as Total Market Return (“TMR”) during each Annual Performance Period from December 1, 2023 through December 31, 2025, which resulted in a grant-date fair value of $38.79 per PSU for each Named Executive Officer. For the PSUs granted on February 12, 2024, a similar Monte Carlo Simulation valuation was performed, which resulted in a grant-date fair value of $24.30 per PSU for each Named Executive Officer, and for the PSUs granted on February 12, 2025, a similar Monte Carlo Simulation valuation also was performed and resulted in a grant-date fair value of $35.57 per PSU for each Named Executive Officer. For the PSUs granted in February 2023, February 2024 and February 2025, the aggregate grant date fair value represents the amount the Company expects to expense in its financial statements. For additional information, refer to Note 16 – Share-Based Compensation in the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC, that accompanies this Proxy Statement. (6) Represents annual incentive compensation paid to the Named Executive Officers pursuant to the Corporate Goals portion of their 2025 Annual Incentive Plan award, their 2024 Annual Incentive Plan award and their 2023 Annual Incentive Plan award, respectively (as described above in the “Compensation Discussion and Analysis” section). (7) For 2025, amounts shown include matching contributions by the Management Company under the 401(k) Plan for each of the Named Executive Officers. For Stephen D. Lebovitz, also includes $249,991 reflecting the incremental cost to the Company of his personal use (including use by family members accompanying the executive) of a private aircraft owned by the Management Company for certain travel including, but not limited to, travel to and from Company offices, where the trip is primarily for a business purpose that benefits the Company and such usage may be deemed a “perquisite” under current SEC rules. For the Management Company owned aircraft, the incremental cost is determined by estimating the variable portion of the Company’s per hour cost of owning, operating and maintaining such aircraft, less any portion reimbursed by the executives. Since the Management Company owned aircraft is used primarily for business travel, our Company does not include the fixed costs that do not change based on usage, such as management fees and acquisition costs. Depending on availability, family members of executive officers also are permitted to ride along on the corporate aircraft when it is already going to a specific destination for a business purpose. We consider this use to have no incremental cost to the Company, since the business flight would have occurred regardless of the additional passengers.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stephen D. Lebovitz | 2/12/2025 | 515,682 | 1,031,364 | 1,547,046 | — | — | — | — | — | | | 2/12/2025 | — | — | — | 17,659 | 35,318 | 70,636 | — | 1,256,257 | | | 2/12/2025 | — | — | — | — | — | — | 15,136 | 466,946 | | Benjamin W. Jaenicke | 2/12/2025 | 190,544 | 381,087 | 571,631 | — | — | — | — | — | | | 2/12/2025 | — | — | — | 12,525 | 25,050 | 50,100 | — | 891,029 | | | 2/12/2025 | — | — | — | — | — | — | 16,700 | 515,195 | | Michael I. Lebovitz | 2/12/2025 | 145,636 | 291,272 | 436,908 | — | — | — | — | — | | | 2/12/2025 | — | — | — | 6,550 | 13,099 | 26,198 | — | 465,934 | | | 2/12/2025 | — | — | — | — | — | — | 8,733 | 269,413 | | Katie A. Reinsmidt | 2/12/2025 | 140,896 | 281,791 | 422,687 | — | — | — | — | — | | | 2/12/2025 | — | — | — | 6,550 | 13,099 | 26,198 | — | 465,934 | | | 2/12/2025 | — | — | — | — | — | — | 8,733 | 269,413 | | Jeffery V. Curry | 2/12/2025 | 104,795 | 209,590 | 314,385 | — | — | — | — | — | | | 2/12/2025 | — | — | — | 6,550 | 13,099 | 26,198 | — | 465,934 | | | 2/12/2025 | — | — | — | — | — | — | 8,733 | 269,413 |
2025 Grants of Plan-Based Awards
(1) These columns represent the potential value of the payout for each Named Executive Officer if the Threshold, Target or Maximum (Stretch) goals were satisfied under the Corporate Goal Measures components of the 2025 Annual Incentive Plan, as described above in the “Compensation Discussion and Analysis” section. The amounts actually earned by each NEO with respect to 2025 performance under the AIP are reported in the Bonus (for the Qualitative Measures component) and Non-Equity Incentive Plan Compensation (for the Corporate Goal Measures component) columns in the 2025 Summary Compensation Table above. (2) As described in greater detail above in the “Compensation Discussion and Analysis” section under “Performance Stock Unit Awards Component of 2025 LTIP Awards,” these columns represent the potential number of shares to be earned by each Named Executive Officer with respect to the PSUs granted in 2025 under the LTIP, as follows: • The “Threshold” column assumes achievement of Threshold level performance for both the 30% of the potential PSU shares earned based on the “Relative TSR vs. Designated Index Metric” and the 70% of the potential PSU shares earned based on the “3-Year Absolute Cumulative CBL TSR Metric.” • The “Target” column assumes achievement of Target level performance for both the 30% of the potential PSU shares earned based on the “Relative TSR vs. Designated Index Metric” and the 70% of the potential PSU shares earned based on the “3-Year Absolute Cumulative CBL TSR Metric.” • The “Maximum” column assumes achievement of Maximum level performance for both the 30% of the potential PSU shares earned based on the “Relative TSR vs. Designated Index Metric” and the 70% of the potential PSU shares earned based on the “3-Year Company Absolute TSR Metric.” The actual number of shares of Common Stock issued pursuant to these PSUs will be determined as of December 31, 2027 based on the Company’s TSR performance over the 2025-2027 performance period pursuant to the metrics referenced above, and will then vest in full on the first anniversary date following the date of issuance of such shares, all as described above in the “Compensation Discussion and Analysis” section. The aggregate number of shares that potentially could be earned pursuant to these PSUs by each of the NEOs as of December 31, 2025, reflecting applicable increases to the initial number of PSUs granted to each NEO due to the payment of cash dividends on outstanding shares of Common Stock following their date of grant (as described above in the “Compensation Discussion and Analysis” section) is reported under “Equity Incentive Plan Awards” in the Stock Awards column of the 2025 Outstanding Equity Awards at Fiscal Year-End Table. (3) Represents the number of shares of restricted stock awarded to each Named Executive Officer under the 2021 Equity Incentive Plan in February 2025 under the Annual Restricted Stock Awards component of the LTIP award for each NEO. Such awards have the additional terms and conditions described under the heading “Annual Restricted Stock Awards Component of LTIP” in the “Compensation Discussion and Analysis” section above. (4) Represents the grant date fair value of the February 2025 Annual Restricted Stock Awards, calculated as described in footnote (5) to the Summary Compensation Table above.
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
| Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Stephen D. Lebovitz | 37,688 (3) | 1,394,456 | 154,896 | 5,731,152 | | Benjamin W. Jaenicke | 45,087 (4) | 1,668,219 | 109,865 | 4,065,005 | | Michael I. Lebovitz | 20,266 (5) | 749,842 | 57,451 | 2,125,687 | | Katie A. Reinsmidt | 20,266 (5) | 749,842 | 57,451 | 2,125,687 | | Jeffery V. Curry | 20,266 (5) | 749,842 | 57,451 | 2,125,687 |
2025 Outstanding Equity Awards at Fiscal Year-End
(1) These shares were issued under the 2021 Equity Incentive Plan, as follows: • pursuant to the Annual Restricted Stock Awards component of the LTIP in February 2023, February 2024 and February 2025, which vest in 1/3 increments on each of the first three anniversaries of their date of grant; and • for Mr. Jaenicke, also includes 5,000 shares granted pursuant to an award in connection with his initial employment in September 2022, which vests in 25% increments on each of the first four anniversaries of their date of grant. Totals do not include additional shares of restricted stock earned pursuant to the completion of the 3-year performance cycle under the 2023 PSUs (as detailed in the “2025 Option Exercises and Stock Vested” table below), because such shares were issued as of February 11, 2026 following certification of performance under the 2023 PSUs by the Compensation Committee and will vest on February 11, 2027. Market value shown for all unvested shares of restricted stock is calculated based on the closing price for the Company’s Common Stock on the NYSE on the last trading day of fiscal year 2025 (December 31) of $37.00 per share. (2) Represents the number of shares of Common Stock that could be earned during the three-year Performance Period pursuant to the PSUs granted in February 2024 and February 2025 under the LTIP. Amounts shown in the table assume (A) in the case of the February 2024 PSU awards, performance at 187% of Target for the Absolute Company TSR component and performance at 200% of Target for the Relative TSR vs. Designated Index component and (B) in the case of the February 2025 PSU awards, performance at 104% of Target for the Absolute Company TSR component and performance at 200% of Target for the Relative TSR vs. Designated Index component – all based on interim metrics as of December 31, 2025. In each case, such amounts also reflect applicable increases to the initial number of PSUs granted to each NEO due to the payment of cash dividends on outstanding shares of Common Stock, as described in more detail above under “Long-Term Incentive Compensation” in the “Compensation Discussion and Analysis” section). Market value shown for the unearned shares of Common Stock underlying such PSUs is calculated based on the closing price for the Company’s Common Stock on the NYSE on the last trading day of fiscal year 2025 (December 31) of $37.00 per share. (3) Such shares are scheduled to vest as follows: (i) 9,233 shares will vest on February 15, 2026; (ii) 6,658 shares will vest on February 7 in 2026, while 6,661 shares will vest on February 7, 2027; and (iii) 5,044 shares will vest on February 12, 2026, with 5,045 shares vesting on February 12, 2027 and 5,047 shares vesting on February 12, 2028. (4) Such shares are scheduled to vest as follows: (i) 5,000 shares will vest on September 1, 2026; (ii) 8,692 shares will vest on February 15, 2026; (iii) 7,346 shares will vest on February 7, 2026 and 7,349 shares will vest on February 7, 2027; and (iv) 5,566 shares will vest on February 12 in each of the years 2026 and 2027, with 5,568 shares vesting on February 12, 2028. (5) Such shares are scheduled to vest as follows: (i) 3,848 shares will vest on February 15, 2026; (ii) 3,842 shares will vest on February 7, 2026 and 3,843 shares will vest on February 7, 2027; and (iii) 2,910 shares will vest on February 12, 2026, with 2,911 shares vesting on February 12, 2027 and 2,912 shares vesting on February 12, 2028.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Stephen D. Lebovitz | 320,992 | 11,833,069 | | Benjamin W. Jaenicke | 98,814 | 3,549,282 | | Michael I. Lebovitz | 84,362 | 3,087,648 | | Katie A. Reinsmidt | 84,362 | 3,087,648 | | Jeffery V. Curry | 84,362 | 3,087,648 |
2025 Option Exercises and Stock Vested
Represents the aggregate of: (i) shares of the Company’s Common Stock received by each Named Executive Officer pursuant to time-vested restricted stock awards granted under the Company’s 2021 Equity Incentive Plan which vested during fiscal 2025; (ii) for NEOs other than Mr. Jaenicke, shares of Common Stock earned pursuant to the PSUs granted in February 2022 for the Year 4 Performance Period ended December 31, 2025, which were delivered to the NEOs as of February 11, 2026 following certification of the related performance by the Compensation Committee (including applicable increases to the initial number of PSUs granted to each NEO due to the payment of cash dividends on outstanding shares of Common Stock, as follows: Stephen D. Lebovitz – 10,704 shares; Michael I. Lebovitz – 1,784 shares; Katie A. Reinsmidt – 1,784 shares; and Jeffery V. Curry – 1,784 shares); and (iii) for each of the NEOs, shares of Common Stock earned pursuant to the PSUs granted in February 2023 for the 3-Year Performance Period ended December 31, 2025, which were delivered to the NEOs as of February 11, 2026, subject to an additional 1-year vesting period, following certification of the related performance by the Compensation Committee (including applicable increases to the initial number of PSUs granted to each NEO due to the payment of cash dividends on outstanding shares of Common Stock, as follows: Stephen D. Lebovitz – 20,187 shares; Benjamin W. Jaenicke – 15,204 shares; Michael I. Lebovitz – 8,412 shares; Katie A. Reinsmidt – 8,412 shares; and Jeffery V. Curry – 8,412 shares) The following table presents for each NEO the number of shares acquired upon the vesting or payout of these equity awards for each applicable vesting date, the number of shares withheld/surrendered to the Company with respect to estimated tax liability, and the net number of shares retained by the NEO with respect to each such event:
2025 Option Exercises and Stock Vested
| Shares of Common Stock Received Pursuant to Restricted Stock and PSUs that Vested or Paid Out During 2025 Pursuant to the Terms of Awards Under the 2021 Equity Incentive Plan | | | | | | Name | Award Type/ Vesting or PSU Payout Date* | Number of Shares of Common Stock Acquired Upon Vesting/PSU Payout | Number of Shares Surrendered for Estimated Taxes** | Net Number of Shares Retained By the Executive | | Stephen D. Lebovitz | Restricted Stock/ 2/7/2025 | 6,658 | 2,765 | 3,893 | | | Restricted Stock/ 2/15/2025 | 9,231 | 3,633 | 5,598 | | | Restricted Stock/ 12/15/2025 | 75,000 | 29,513 | 45,487 | | | PSUs/ 12/31/2025 | 126,832 | 49,909 | 76,923 | | | PSUs/ 12/31/2025 | 103,271 | — | 103,271 | | Benjamin W. Jaenicke | Restricted Stock/ 2/7/2025 | 7,346 | 3,105 | 4,241 | | | Restricted Stock/ 2/15/2025 | 8,690 | 3,420 | 5,270 | | | Restricted Stock/ 9/1/2025 | 5,000 | 1,968 | 3,032 | | | PSUs/ 12/31/2025 | 77,778 | — | 77,778 |
2025 Option Exercises and Stock Vested
| Shares of Common Stock Received Pursuant to Restricted Stock and PSUs that Vested or Paid Out During 2025 Pursuant to the Terms of Awards Under the 2021 Equity Incentive Plan | | | | | | Name | Award Type/ Vesting or PSU Payout Date* | Number of Shares of Common Stock Acquired Upon Vesting/PSU Payout | Number of Shares Surrendered for Estimated Taxes** | Net Number of Shares Retained By the Executive | | Michael I. Lebovitz | Restricted Stock/ 2/7/2025 | 3,841 | 1,716 | 2,125 | | | Restricted Stock/ 2/15/2025 | 3,846 | 1,514 | 2,332 | | | Restricted Stock/ 12/15/2025 | 12,500 | 4,919 | 7,581 | | | PSUs/ 12/31/2025 | 21,140 | 8,319 | 12,821 | | | PSUs/ 12/31/2025 | 43,035 | — | 43,035 | | Katie A. Reinsmidt | Restricted Stock/ 2/7/2025 | 3,841 | 1,716 | 2,125 | | | Restricted Stock/ 2/15/2025 | 3,846 | 1,514 | 2,332 | | | Restricted Stock/ 12/15/2025 | 12,500 | 4,919 | 7,581 | | | PSUs/ 12/31/2025 | 21,140 | 8,319 | 12,821 | | | PSUs/ 12/31/2025 | 43,035 | — | 43,035 | | Jeffery V. Curry | Restricted Stock/ 2/7/2025 | 3,841 | 1,716 | 2,125 | | | Restricted Stock/ 2/15/2025 | 3,846 | 1,514 | 2,332 | | | Restricted Stock/ 12/15/2025 | 12,500 | 4,919 | 7,581 | | | PSUs/ 12/31/2025 | 21,140 | 8,319 | 12,821 | | | PSUs/ 12/31/2025 | 43,035 | — | 43,035 |
2025 Option Exercises and Stock Vested
* Shares earned under PSU awards for which the performance cycle was completed on December 31, 2025, were issued following Compensation Committee certification of the number of shares earned on February 11, 2026. ** Shares earned pursuant to the 3-year performance cycle under the 2023 PSUs were issued as time-vesting restricted stock, subject to an additional one-year vesting period, so there was no tax withholding associated with their initial issuance. Amounts shown are based on the closing market price for the Company’s Common Stock on the NYSE on the respective dates when each applicable award installment vested or was earned (or on the immediately preceding trading day, if such date was not a business day). As each installment of restricted stock vests, the officer may choose either (A) to sell all (or some portion) of the underlying shares, net of shares surrendered for taxes, immediately following the vesting date (or, in the case of shares earned pursuant to the PSUs, after they are delivered following certification of the related performance by the Compensation Committee) or (B) to hold all (or some portion) of the underlying shares indefinitely or for sale at a later date. Accordingly, such amounts do not correspond to the actual value that will be realized by each Named Executive Officer.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The Company’s current agreements with its Named Executive Officers involving employment, severance or change in control provisions that could have resulted in additional compensation as of December 31, 2025, include the following, each as further described below: the non-solicitation and non-competition arrangements, as well as the severance and continuation of insurance benefits provisions, included in the Executive Employment Agreements as they were in effect on December 31, 2025 (the Second Amended and Restated Executive Employment Agreement for NEOs other than Mr. Jaenicke, and for Mr. Jaenicke his First Amended and Restated Employment Agreement), • any pro-rated portion of the Target Cash Bonus Award payable under the 2025 AIP in the event of the NEO’s death, disability or other termination other than (i) a voluntary termination, except for “Good Reason” following a “Change of Control” (each as defined above) or (ii) for Cause (as defined above) prior to end of the annual performance period; • for Annual Restricted Stock Awards granted beginning with the 2025 LTIP, the discretionary partial vesting of such awards by the Compensation Committee on a pro-rata basis in the event of a Company-Approved Retirement, as further described below; • the automatic vesting of any unvested shares subject to restricted stock awards or partial payout of shares earned pursuant to Performance Stock Units, as further described below, if the Company terminates the recipient’s employment during the applicable restricted or performance period without “cause” as defined in the award, or upon the occurrence of the recipient’s death, disability or a Change in Control as defined in the 2021 Equity Incentive Plan; and • the Tier I Legacy Retiree Program described below. Apart from the terms of these arrangements, the Named Executive Officers will not receive compensation in connection with any termination of employment due to a change in control of the Company, death, disability, retirement or any other reason, except for such benefits as are available generally to all employees under the Company’s 401(k) Plan, insurance and other benefits programs. As of December 31, 2025, the end of the Company’s most recently completed fiscal year, the Named Executive Officers who are not eligible for the Tier I Legacy Retiree Program also did not meet the age and service requirements for continuation of medical benefits under the Company’s Tier II Legacy Retiree Program, which is generally available to all employees who retire at age 60, but less than age 65, and have been employed by the Company and/or its affiliates or predecessors for a total of 20 or more (but less than 30) years of service, or the Tier III Post-65 Retiree program, which applies to Company officers at the level of senior vice president and above who retire at age 65 or above with 40 or more years of service to the Company and/or its affiliates or predecessors. Payments Under Executive Employment Agreements Under the Executive Employment Agreements as in effect prior to the latest February 2026 amendments discussed above in the Compensation Discussion and Analysis section under the heading “Executive Employment Agreements,” the potential severance payments and continuation of insurance benefits to the NEOs in the event of a termination or a change in control of the Company (assuming such event had occurred as of December 31, 2025) may be summarized as follows:
Potential Payments Upon Termination or Change in Control
| Continuation of Insurance/Benefits: | Continuation of health insurance benefits for 18 months following termination (24 months for CEO), subject to longer continuation, if applicable, under the terms of the Company’s Tier I, Tier II and Tier III Legacy Retiree Programs, subject to the executive not having been terminated for Cause. | | Severance Upon Termination Without Cause or in Connection With a Change in Control: | If employment is terminated either (A) by the Company without Cause or (B) by the NEO for Good Reason following a Change in Control, each NEO will receive severance equal to twice (2x) the sum of (i) then-current annual base salary plus (ii) a specified target bonus amount for each NEO (which amounts are $953,000 for Stephen D. Lebovitz; $338,000 for Benjamin W. Jaenicke; $313,000 for Michael I. Lebovitz; $300,000 for Katie A. Reinsmidt; and $201,000 for Jeffery V. Curry). | | Death/Disability: | If employment is terminated due to death or disability (other than for the CEO), severance is twice (2x) then-current annual base salary. In the case of CEO Stephen D. Lebovitz, such severance would equal 1x then-current annual base salary plus $953,000. | | Non-Solicitation/ Non-Compete: | Each NEO has agreed not to (i) engage in any competing solicitation of employees, customers, clients or suppliers of the Company for a period of one (1) year following termination or (ii) otherwise, directly or indirectly, engage in business in competition with the Company for a period of six (6) months following termination. |
Potential Payments Upon Termination or Change in Control
For purposes of the above-described provisions, the terms “Cause” and “Good Reason” have the definitions described above under the heading “Additional Information Concerning Executive Compensation –Executive Employment Agreements.” “Disability” is defined to mean the NEO’s complete and permanent disability as defined by the Company’s health insurance plans or as otherwise defined by the Company from time to time consistent with applicable law. Vesting of Restricted Stock Upon Termination Without Cause, Death, Disability, Change in Control or Retirement The terms of the initial Emergence restricted stock awards granted to the NEOs under the 2021 Equity Incentive Plan (and to Mr. Jaenicke in connection with his initial employment in September 2022) provided that: • if the NEO’s employment terminates during the restricted period due to a termination by the Company without “Cause,” fifty percent (50%) of any portion of the restricted stock award that is not vested as of such date shall immediately become fully vested in the NEO, and the balance of such shares will immediately be forfeited; and • if the NEO’s employment terminates during the restricted period due to death or disability (as defined in the award), or due to termination by the Company upon a Change in Control (as defined in the 2021 Equity Incentive Plan), any portion of the restricted stock award that is not vested as of such date shall immediately become fully vested in the NEO or his or her estate, as applicable. The terms of the subsequent Annual Restricted Stock Awards granted to the NEOs under the 2021 Equity Incentive Plan pursuant to the 2023 LTIP and the 2024 LTIP provide that: • if the NEO’s employment terminates during the restricted period due to a termination by the Company without “Cause,” any portion of the restricted stock award that is not vested as of such date shall immediately become fully vested in the NEO; and if the NEO’s employment terminates during the restricted period due to death or disability (as defined in the award), or due to termination by the Company upon a Change in Control (as defined in the 2021 Equity Incentive Plan), any portion of the restricted stock award that is not vested as of such date shall immediately become fully vested in the NEO or his or her estate, as applicable. The terms of the Annual Restricted Stock Awards granted to the NEOs under the 2021 Equity Incentive Plan were further modified, beginning with the 2025 LTIP, to provide that if the NEO’s employment terminates during the restricted period in connection with retirement, the Compensation Committee will have the discretion to approve a partial vesting of the non-vested portion of the shares subject to such award in an amount equal to the number of remaining non-vested shares pro-rated from the date the award was originally granted through the date of such event (a “Company-Approved Retirement”). For purposes of these provisions: “Cause” has the same meaning as described above for purposes of the Amended and Restated Executive Employment Agreements under the heading “Additional Information Concerning Executive Compensation – Executive Employment Agreements.” “Disability” means the employee’s complete and permanent disability as defined by the Company’s health insurance plans or as otherwise defined by the Company from time to time consistent with applicable law. “Change in Control” has the meaning described above under the heading “Additional Information Concerning Executive Compensation – Executive Employment Agreements.” Payout of PSU Awards in the Event of Death, Disability or Termination Without Cause For the initial post-Chapter 11 PSU awards referenced above in the Compensation Discussion and Analysis section under the heading “Outcome of Year 4 Performance Period Under 2022 PSU Awards,” if a NEO’s employment is terminated prior to the end of one of the four Annual Performance Periods applicable to such awards due to death, disability or a termination by the Company without Cause, the NEO would be entitled to receive a pro rata portion of any PSUs earned for the then-current Annual Performance Period (determined by dividing the number of days from January 1 of the applicable Annual Performance Period through the date of such termination by 365), and any remaining PSUs for such Annual Performance Period, and any subsequent Annual Performance Period, would be forfeited. In the case of the subsequent PSU awards granted in February 2023, February 2024 and February 2025 as described above in the Compensation Discussion and Analysis section, if a participating officer’s employment terminates prior to conclusion of the 3-year performance period (i) due to death or disability (as defined in the PSU award agreements) or (ii) due to a termination by the Company without “cause” (as defined in the PSU award agreements), then, in either case, the NEO (or his/her estate, as applicable) would be entitled to receive immediately vested shares of Common Stock equal to a pro rata portion of the PSUs applicable to the award, based on the achievement of the relevant performance criteria for the portion of the 3-year performance cycle completed through the date of such termination, and any remaining PSUs will be forfeited. For purposes of these provisions, the terms “Cause” and “Disability” have the same meanings as referenced above for purposes of determining the vesting of any shares of restricted stock granted to the NEOs under the 2021 Equity Incentive Plan. Tier I Legacy Retiree Program The Company’s Tier I Legacy Retiree Program provides certain benefits concerning the continuation of health insurance coverage to certain employees who meet its requirements. The “Tier I Retirees” covered by the Tier I Retiree Legacy Program include any Company employee who retires after the program’s effective date and: has been employed by CBL and/or its affiliates or predecessors for a total of 30 or more years prior to their date of retirement; • is participating in the CBL group medical insurance plan on the date of their retirement; and • is not eligible for health benefit coverage pursuant to any other group insurance plan or Medicare. Program benefits for each eligible Tier I Retiree (and his or her spouse who is insured by CBL’s health insurance plan on the date of the retirement of the Tier I Retiree) are as follows: • for an initial period of 24 months (two years) from the date of the Tier I Retiree’s retirement, the Tier I Retiree and his or her covered spouse will be entitled to continue to participate in the CBL group medical insurance plan at no cost to the Tier I Retiree and/or his or her covered spouse; • the Tier I Retiree and his or her covered spouse will be entitled to continue participation in the CBL group medical insurance plan (as such may be amended, revised or modified from time to time and as available to then-active employees of CBL) following his or her retirement, but with the Tier I Retiree and his or her covered spouse paying the full cost for such coverage (i.e., equivalent to the then-prevailing COBRA rate) following the expiration of 24 months from the date of the Tier I Retiree’s retirement; • any period of time during which a Tier I Retiree (and spouse, if applicable) participates in CBL’s group medical insurance plan as a Tier I Retiree (or spouse) after the participant’s retirement counting towards the maximum coverage period for COBRA continuation will count towards the maximum coverage period for COBRA continuation; and • upon reaching the age of Medicare eligibility or becoming eligible for other group medical coverage, the Tier I Legacy Retiree (and spouse if applicable), would cease to be eligible for the CBL group medical insurance plan.
Potential Payments Upon Termination or Change in Control
Any tax obligations imposed on a Tier I Retiree as a result of the benefit under this program will be the sole responsibility of such retiree (and his or her spouse, if applicable). The Company may elect to discontinue the Tier I Legacy Retiree benefit on a prospective basis on each annual renewal of the Company’s overall group health insurance plan. Currently, should they retire from the Company, both Stephen D. Lebovitz and Michael I. Lebovitz would meet the criteria to be covered under the Tier I Legacy Retiree Program. The projected benefit to any covered Tier I Retiree under that program will depend on the then-current costs of participation in CBL’s group medical insurance plan on the date of his or her retirement from CBL.
Potential Payments Upon Termination or Change in Control for Named Executive Officers
Potential Payments Upon Termination or Change in Control for Named Executive Officers Based on the foregoing, the table below summarizes the potential payments to each Named Executive Officer in connection with a termination of employment under each listed scenario, assuming in each case that the applicable triggering event occurred as of December 31, 2025:
Potential Payments Upon Termination or Change in Control for Named Executive Officers
| TERMINATION/CHANGE IN CONTROL PAYMENTS | | | | | | | Named Executive Officer | Value of Cash Severance Under Employment Agreement ($)(1) | Value of AIP Bonus Payment ($)(2) | Value of Continuation of Health Insurance Benefits ($)(3)(4) | Vesting of Equity Awards ($)(5) | Total ($) | | Stephen D. Lebovitz | | | | | | | Termination without Cause | 3,344,884 | 1,903,259 | 46,681 | 13,097,896 | 18,392,720 | | Death / Disability | 1,672,442 | 1,903,259 | 46,681 | 13,097,896 | 16,720,278 | | Retirement | — | 1,903,259 | 46,681 | 11,868,127 | 13,818,067 | | Termination following Change in Control | — | 1,903,259 | 46,681 | 13,097,896 | 15,047,836 | | Termination by NEO for Good Reason following Change in Control | 3,344,884 | 1,903,259 | 46,681 | 13,097,896 | 18,392,720 | | Benjamin A. Jaenicke | | | | | | | Termination without Cause | 1,484,000 | 854,778 | 48,795 | 5,140,102 | 7,527,675 | | Death / Disability | 808,000 | 854,778 | 48,795 | 6,808,321 | 8,519,894 | | Retirement | — | 854,778 | 48,795 | 5,321,809 | 6,225,382 | | Termination following Change in Control | — | 854,778 | 48,795 | 6,808,321 | 7,711,894 | | Termination by NEO for Good Reason following Change in Control | 1,484,000 | 854,778 | 48,795 | 6,808,321 | 9,195,894 | | Michael I. Lebovitz | | | | | | | Termination without Cause | 1,483,382 | 604,779 | 60,009 | 4,307,282 | 6,455,452 | | Death / Disability | 857,382 | 604,779 | 60,009 | 4,307,282 | 5,829,452 | | Retirement | — | 604,779 | 60,009 | 3,652,456 | 4,317,244 | | Termination following Change in Control | — | 604,779 | 60,009 | 4,307,282 | 4,972,070 | | Termination by NEO for Good Reason following Change in Control | 1,483,382 | 604,779 | 60,009 | 4,307,282 | 6,455,452 | | Katie A. Reinsmidt | | | | | | | Termination without Cause | 1,307,000 | 622,665 | 35,011 | 4,307,282 | 6,271,958 | | Death / Disability | 707,000 | 622,665 | 35,011 | 4,307,282 | 5,671,958 | | Retirement | — | 622,665 | 35,011 | 3,652,456 | 4,310,132 | | Termination following Change in Control | — | 622,665 | 35,011 | 4,307,282 | 4,964,958 | | Termination by NEO for Good Reason following Change in Control | 1,307,000 | 622,665 | 35,011 | 4,307,282 | 6,271,958 | | Jeffery V. Curry | | | | | | | Termination without Cause | 1,214,886 | 435,179 | — | 4,307,282 | 5,957,347 | | Death / Disability | 812,886 | 435,179 | — | 4,307,282 | 5,555,347 | | Retirement | — | 435,179 | — | 3,652,456 | 4,087,635 | | Termination following Change in Control | — | 435,179 | — | 4,307,282 | 4,742,461 | | Termination by NEO for Good Reason following Change in Control | 1,214,886 | 435,179 | — | 4,307,282 | 5,957,347 |
Potential Payments Upon Termination or Change in Control for Named Executive Officers
(1) The Executive Employment Agreements do not include prescribed cash severance payments in the event of a NEO’s retirement, or in the event of termination of employment following a Change in Control other than a termination by the NEO for Good Reason as discussed above. (2) Since the performance period under the 2025 AIP would have been completed as of December 31, 2025, the assumed date of termination for purposes of this table, each NEO still would have been entitled to receive the 2025 AIP payouts reflected in Summary Compensation Table above upon certification by the Compensation Committee of the levels achieved under the 2025 AIP performance goals. (3) The Tier I Legacy Retiree Program does not provide for any benefits upon the occurrence of a Change in Control, or a termination of the NEO’s employment without Cause, in the absence of an eligible employee retiring and otherwise satisfying its requirements (as described above). Under the terms of the Executive Employment Agreements, the continuation of health insurance benefits for 18 months (24 months in the case of CEO Stephen D. Lebovitz) is subject to the NEO not having been terminated for Cause. Estimated values are based on current premiums payable under CBL’s group medical insurance plan as of December 31, 2025. For Michael I Lebovitz, the amount shown also includes the value of the additional 6 months of continued health insurance coverage he would receive for himself and his spouse under the Tier I Legacy Retiree Program, following the expiration of the 18-month continuation of his current family health insurance coverage that he would have received under the terms of the Amended and Restated Employment Agreements discussed above, if he had retired as of December 31, 2025. Stephen D. Lebovitz would not receive any additional benefit under the Tier I Legacy Retiree Program, since he is already entitled to receive continuation of health insurance benefits for 24 months under his Executive Employment Agreement. Currently, Benjamin W. Jaenicke, Katie A. Reinsmidt and Jeffery V. Curry are not eligible for benefits under the Tier I Legacy Retiree Program. (4) In the case of Mr. Curry, there would be no continuation of health insurance benefits because Mr. Curry currently does not utilize health insurance coverage under the Company’s programs. (5) As further detailed in the table below, this value is calculated based on: • the number of unvested shares of restricted stock each Named Executive Officer would retain in the event his or her employment were terminated during the restricted period (i) without Cause (50% vesting for restricted stock granted to Mr. Jaenicke in September 2022; 100% vesting for all other awards of restricted stock) or (ii) upon the occurrence of the recipient’s death, disability or termination by the Company upon a Change in Control as defined in the 2021 Equity Incentive Plan (100% vesting), had such contingency occurred on December 31, 2025; plus • for unvested shares of restricted stock granted pursuant to the 2025 LTIP only, an assumption that the Compensation Committee would have exercised its discretion to allow a portion of the shares subject to such awards to vest on a pro-rata basis in the event of the NEO’s voluntary retirement occurring on December 31, 2025; plus • since SEC disclosure rules require that these tables assume all relevant triggering events occurred on December 31, 2025, includes (A) the number of shares of Common Stock issuable pursuant to the PSUs actually earned for the Year 4 Annual Performance Period pursuant to the PSUs granted in February 2022 that concluded as of December 31, 2025 plus (B) the number of shares of Common Stock issuable pursuant to the PSUs actually earned for the three-year (2023-2025) performance period applicable to the PSUs granted in February 2023 that concluded as of December 31, 2025; plus • the number of shares of Common Stock that would have been issuable pursuant to the pro rata portion of any PSUs earned for the three-year (2024-2026) performance period applicable to the PSUs granted in February 2024 in the event of termination of employment without Cause, or in the event of the NEO’s death or disability, in each case assuming that such event occurred as of December 31, 2025; plus the number of shares of Common Stock that would have been issuable pursuant to the pro rata portion of any PSUs earned for the three-year (2025-2027) performance period applicable to the PSUs granted in February 2025 in the event of termination of employment without Cause, or in the event of the NEO’s death or disability, in each case assuming that such event occurred as of December 31, 2025.
Potential Payments Upon Termination or Change in Control for Named Executive Officers
| Named Executive Officer | Number of Shares of Restricted Stock Retained Upon Termination Without Cause | Number of Shares of Restricted Stock Retained Upon Retirement | Number of Shares of Restricted Stock Retained Upon Death/Disability or Termination by the Company Upon a Change in Control | Number of Shares Actually Earned for Payout of February 2022 and February 2023 PSU Grants Upon Completion of Applicable Performance Period on 12/31/2025 | Number of Shares Earned for Pro Rated Payout of February 2024 and February 2025 PSU Grants Upon Death/Disability or Termination by the Company Without Cause(a) | | Stephen D. Lebovitz | 37,688 | 4,451 | 37,688 | 230,103 | 86,206 | | Benjamin W. Jaenicke | 42,587 | 4,911 | 45,087 | 77,778 | 61,144 | | Michael I. Lebovitz | 20,266 | 2,568 | 20,266 | 64,175 | 31,972 | | Katie A. Reinsmidt | 20,266 | 2,568 | 20,266 | 64,175 | 31,972 | | Jeffery V. Curry | 20,266 | 2,568 | 20,266 | 64,175 | 31,972 |
Potential Payments Upon Termination or Change in Control for Named Executive Officers
Amounts shown as earned (i) for pro-rated payout of the February 2024 PSU awards assume performance at 187% of Target for the Absolute TSR component and performance at 200% of Target for the Relative TSR vs. Designated Index component and (ii) for pro-rated payout of the February 2025 PSU awards assume performance 104% of Target for the Absolute Company TSR component and performance at 200% of Target for the Relative TSR vs. Designated Index component, in each case based on interim metrics as of December 31, 2025. In the event of a NEO’s retirement prior to the vesting of any shares of restricted stock or payout of PSU awards granted under the 2021 Equity Incentive Plan pursuant to the 2024 LTIP, assuming such event occurred as of December 31, 2025, all such unvested shares of restricted stock or unearned PSUs would be forfeited. In the event of a NEO’s Company-Approved Retirement (as described above) as of December 31, 2025 and prior to the vesting of any shares of restricted stock (i) granted under the 2025 LTIP pursuant to the time-vesting restricted stock awards or (ii) earned pursuant to any pro-rata payout of PSU awards granted under to the 2025 LTIP and subject to an additional one-year vesting period, the Compensation Committee would have discretion to allow a portion of such shares to vest on a pro-rata basis.
Pay Ratio Disclosure
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 reasonable estimate of the ratio of the annual total compensation of our Chief Executive Officer (our “CEO”) to the median of the annual total compensation of our other employees. For 2025, our last completed fiscal year: • the annual total compensation for our median employee was $71,397; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $4,604,645. Based on this information, for 2025 the ratio of annual total compensation of our CEO to the median of the annual total compensation of all employees was 64 to 1. To identify the median employee, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: 1. We identified the median employee using our employee population as of December 31, 2025, which consisted of approximately 478 individuals, all located in the United States. 2. To identify the “median employee” from our employee population, we examined the amount of total compensation (annual salary/wages as of December 31, 2025, plus bonus compensation in 2025) of each employee (other than the CEO) as reflected in payroll records. Salaries/wages were annualized for all permanent employees who were employees for less than the full year. We did not make any cost-of-living adjustments in identifying the “median employee”. 3. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. 4. Once we identified our median employee, we calculated annual total compensation for this employee of $71,397 using the same methodology we use for our CEO in the Summary Compensation Table as set forth in this Proxy Statement. 5. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K (the “PvP Rules”), we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed calendar years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments, as summarized below, to amounts that have been previously reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for stock compensation in this section differ from the methods required to be utilized in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2025, 2024, 2023, 2022, and 2021 calendar years, together with information concerning total shareholder return (“TSR”) and the Company’s reported Net Income (Loss), as well as our Gross Net Operating Income (“NOI”), which the Company believes represents its most important financial performance measure in evaluating pay-for-performance, other than TSR and Net Income (Loss), for the most recently completed fiscal year. The Compensation Committee did not consider the pay versus performance data presented below in making its compensation decisions for any of the years shown. For a detailed discussion concerning the design of our executive compensation programs, CBL’s pay-for-performance philosophy and how we align executive compensation with the Company’s performance, please refer to the “Compensation Discussion and Analysis” section above.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | SCT Total Comp. for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average SCT Total Comp. for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (5) ($ in thousands) | Gross NOI (5) ($ in thousands) | | | | | | | Total Share-holder Return (4) ($) | Peer Group Total Share-holder Return (4) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 4,604,645 | 9,864,105 | 1,939,325 | 3,385,392 | 169.96 | 96.00 | 134,526 | 447,298 | | 2024 | 4,391,267 | 9,207,611 | 1,861,885 | 3,078,094 | 123.87 | 93,87 | 57,117 | 435,197 | | 2023 | 4,783,991 | 5,890,614 | 1,998,051 | 2,020,535 | 96.38 | 89.47 | 3,204 | 440,631 | | 2022 | 11,213,094 | 7,924,741 | 2,692,700 | 1,773,405 | 85.32 | 80.34 | (99,515) | 459,704 | | 2021 | 10,359,985 | 11,358,031 | 2,174,763 | 2,353,588 | 104.00 | 107.05 | (152,731)* | 89,046* | | | | | | | | | (486,413)** | 368,304** |
PAY VERSUS PERFORMANCE TABLE
* Results for Successor Period, November 1 – December 31, 2021. See Footnote (5) below for additional information. ** Results for Predecessor Period, January 1 – October 31, 2021. See Footnote (5) below for additional information. (1) The principal executive officer (“PEO”) for all years included in the table is Stephen D. Lebovitz, our Chief Executive Officer. The dollar amounts reported in column (b) are the amounts of total compensation reported for Stephen D. Lebovitz for each corresponding year in the “Total Compensation” column of the Summary Compensation Table presented in the Company’s annual meeting proxy statements for the relevant periods. (2) The dollar amounts reported in column (c) and (e) reflect CAP as computed in accordance with SEC rules. Stock compensation in the SCT is reflective of the grant date fair value of awards granted in the respective years. See tables below for the detail of the adjustments made to the SCT in the calculation of CAP. The CAP reflected below does not reflect the actual amount of compensation paid out to our NEOs during the applicable year as it includes changes in the value of stock compensation for awards which remained unvested at the end of the applicable year.
PAY VERSUS PERFORMANCE TABLE
| PEO Reconciliation of SCT Total Compensation to CAP | | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total Compensation for PEO | $4,604,645 | $4,391,267 | $4,783,991 | $11,213,094 | $10,359,985 | | Adjustments: | | | | | | | Remove stock compensation included in SCT Total Compensation (A) | (1,723,203) | (1,599,513) | (2,353,752) | (9,046,372) | (8,271,000) | | Add fair value as of vesting date of awards granted during the year that vested during the year (B) | — | — | — | 2,355,037 | — | | Add fair value of awards granted during the year that were outstanding and unvested as of year-end (B) | 2,642,229 | 2,333,332 | 1,942,699 | 5,454,982 | 9,216,000 | | Add (subtract) changes in fair value from prior year-end to current year-end for awards granted in prior years that were outstanding and unvested as of year-end (B) | 1,132,868 | 1,608,208 | (346,304) | (1,838,250) | — | | Add (subtract) changes in fair value from prior year-end to vesting date of awards granted in prior years that vested during the year (B) | 2,925,846 | 2,172,811 | 824,937 | (438,750) | 53,046 | | Subtract fair value as of prior year-end for awards granted in prior years that are deemed to fail to meet the applicable vesting conditions during the year (B) | — | — | — | — | — | | Add dividends paid on unvested awards (C) | 281,720 | 301,506 | 1,039,043 | 225,000 | — | | Total Adjustments | 5,259,460 | 4,816,344 | 1,106,623 | (3,288,353) | 998,046 | | CAP for PEO | $9,864,105 | $9,207,611 | $5,890,614 | $7,924,741 | $11,358,031 |
PAY VERSUS PERFORMANCE TABLE
| Non-PEO Reconciliation of Average SCT Total Compensation to Average CAP | | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total Compensation for Non-PEO NEOs | $1,939,325 | $1,861,885 | $1,998,051 | $2,692,700 | $2,174,763 | | Adjustments: | | | | | | | Remove stock compensation included in SCT Total Compensation (A) | (903,067) | (846,741) | (1,213,731) | (1,507,724) | (1,447,425) | | Add fair value as of vesting date of awards granted during the year that vested during the year (B) | — | — | — | 392,498 | — | | Add fair value of awards granted during the year that were outstanding and unvested as of year-end (B) | 1,344,618 | 1,212,392 | 1,005,002 | 681,875 | 1,612,800 | | Add (subtract) changes in fair value from prior year-end to current year-end for awards granted in prior years that were outstanding and unvested as of year-end (B) | 528,322 | 507,260 | (35,563) | (229,781) | — | | Add (subtract) changes in fair value from prior year-end to vesting date of awards granted in prior years that vested during the year (B) | 384,578 | 269,465 | 101,766 | (122,738) | 13,450 | | Subtract fair value as of prior year-end for awards granted in prior years that are deemed to fail to meet the applicable vesting conditions during the year (B) | — | — | — | (172,800) | — | | Add dividends paid on unvested awards (C) | 91,616 | 73,833 | 165,010 | 39,375 | — | | Total Adjustments | 1,446,067 | 1,216,209 | 22,484 | (919,295) | 178,825 | | Average CAP for Non-PEO NEOs | $3,385,392 | $3,078,094 | $2,020,535 | $1,773,405 | $2,353,588 |
PAY VERSUS PERFORMANCE TABLE
The amounts included in this row are the amounts reported in the “Stock Awards” column of the SCT for each applicable year. (B) The equity award adjustments for each applicable year were calculated in accordance with the methodology required by the SEC’s PvP Rules. In calculating the necessary adjustments to the SCT, fair values of equity awards were determined as follows: • The fair values reported for CAP purposes for PSUs granted in years 2018 through 2025 based on three-year performance cycles were determined in accordance with FASB ASC 718 and were estimated using a Monte Carlo Simulation model, which consisted of computing the fair value using the Company’s simulated stock price as well as TSR over the applicable performance period. These PSUs ultimately vest based on measured performance through the end of the three-year performance period for both metrics. The fair value of PSUs granted in 2022 was estimated using a Monte Carlo Simulation model, which consisted of computing the fair value using the Company’s simulated stock price as well as TMR during each annual performance period, with the exception of (i) the PSUs that vested for each of our NEOs on December 31, 2025 (as shown in the 2025 Option Exercises and Stock Vested Table on page 58 in this proxy statement), which are valued based on the closing price for our Common Stock on the NYSE on the last trading day of fiscal year 2025 (December 31) of $37.00 per share; (ii) the PSUs that vested for each of our NEOs on December 31, 2024, which are valued based on the closing price for our Common Stock on the NYSE on the last trading day of fiscal year 2024 (December 31) of $29.41 per share; (iii) the PSUs that vested for each of our NEOs on December 31, 2023, which are valued based on the closing price for our Common Stock on the NYSE on the last trading day of fiscal year 2023 (December 29) of $24.42 per share; and (iv) the PSUs that vested for each of our NEOs on December 31, 2022, which are valued based on the closing price for our Common Stock on the NYSE on the last trading day of fiscal year 2022 (December 30) of $23.08 per share. • The fair value of restricted stock reflects the average of the high and low sales prices of our Common Stock on the last trading day of each respective year multiplied times the number of shares outstanding or, for awards that vested during the year, the average of the high and low sales prices of our Common Stock on the vesting date multiplied by the number of shares that vested. • For additional information, refer to Note 16 – Share-Based Compensation in the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC, that accompanies this Proxy Statement (the “2025 Form 10-K”). (C) For outstanding shares of restricted stock that have not vested, the recipients of such awards, including our NEOs, receive dividend payments on restricted stock prior to vesting. These amounts reflect the dividends actually paid with respect to unvested restricted stock in the applicable year. (3) The dollar amounts reported in column (d) represent the average of the total compensation amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total Compensation” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs for 2023, 2024 and 2025 are Benjamin W. Jaenicke, Michael I. Lebovitz, Katie A. Reinsmidt and Jeffery V. Curry. The non-PEO NEOs for 2021 and 2022 are Farzana Khaleel, Michael I. Lebovitz, Katie A. Reinsmidt and Jeffery V. Curry. (4) CBL total shareholder return in column (f) is based on an assumed $100 invested on November 2, 2021 (the first day of trading on the NYSE following the Company’s emergence from Chapter 11 reorganization and the NYSE listing), at the market close, through December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025, respectively, with all dividends reinvested. Peer group total shareholder return in column (g) is based on a similar $100 investment on November 2, 2021, in the FTSE NAREIT All Equity REITs Index, with all dividends reinvested (the same industry peer group utilized in the stock performance graph presented in Part II, Item 5 of our 2025 Form 10-K). Pursuant to applicable SEC guidance, total shareholder return information for periods prior to November 2, 2021 is not included in the PvP table due to the impact of our Chapter 11 reorganization. (5) Amounts shown in column (h) represent Net Income (Loss) (dollars in thousands) as reported in the Company’s Consolidated Statements of Operations in the 2025 Form 10-K for the fiscal years ended December 31, 2025, 2024 and 2023, and as reported in the Company’s Consolidated Statements of Operations in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as previously filed with the SEC (the “2022 Form 10-K”). Amounts shown: (i) for the Successor period comprised of the two months ended December 31, 2021 and (ii) for the Predecessor period comprised of the ten months ended October 31, 2021, represent the amounts as reported for such period in in the Company’s Consolidated Statements of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as previously filed with the SEC (the “2021 Form 10-K”). Amounts shown in column (i) represent the Operating Partnership’s Share of Total NOI (“Gross NOI”) as reported in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the 2025 Form 10-K for the fiscal years ended December 31, 2025, 2024 and 2023. Amounts shown: (i) for the Successor period comprised of the fiscal year ended December 31, 2022 and the two months ended December 31, 2021 and (ii) for the Predecessor period comprised of the ten months ended October 31, 2021 represent the amounts as reported in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the 2022 Form 10-K. As discussed in Note 1 – Organization and in Note 19 – Fresh Start Accounting in the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as previously filed with the SEC (the “2023 Form 10-K”), upon the Company’s emergence from Chapter 11 reorganization pursuant to the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Effective Date (November 1, 2021) are not comparable with the consolidated financial statements on or before that date. The lack of comparability is emphasized in the Company’s Consolidated Statements of Operations included in the 2023 Form 10-K and the 2022 Form 10-K by the use of a “black line” to separate the Predecessor (defined below) and Successor (defined below) Periods in the consolidated financial statements and footnote tables. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the Company after the Effective Date. References to "Predecessor" or "Predecessor Company" refer to the financial position and results of operations of the Company on or before the Effective Date. See Note 1 – Organization and in Note 19 – Fresh Start Accounting in the Company’s audited financial statements contained in the 2023 Form 10-K, as previously filed with the SEC, for additional information. Relationship Between Financial Performance Measures
PAY VERSUS PERFORMANCE TABLE
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our Non-PEO NEOs, with (i) our cumulative TSR and our Peer Group TSR, (ii) our Net Income (Loss), and (iii) our Gross NOI, in each case as calculated in accordance with (and subject to the limitations described in) the footnotes to the Pay Versus Performance Table above, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025: Tabular List of Financial Performance Measures The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our named executive officers is described above in the Compensation Discussion and Analysis section of this proxy statement.
PAY VERSUS PERFORMANCE TABLE
| Significant Financial Performance Measures | | Total Shareholder Return | | Gross NOI | | Adjusted Funds From Operations (AFFO) |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information regarding the compensation of each Non‑Employee Director for the Company’s fiscal year ended December 31, 2025. Directors who are employees of the Company do not receive any separate compensation for service in their capacity as a director.
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Marjorie L. Bowen | 115,000 | 125,023 | 240,023 | | David J. Contis | 140,000 | 125,023 | 265,023 | | David M. Fields | 110,000 | 125,023 | 235,023 | | Robert G. Gifford | 110,000 | 125,023 | 235,023 | | Jeffrey A. Kivitz | 105,000 | 125,023 | 230,023 | | Michael A. Torres | 105,000 | 125,023 | 230,023 |
2025 Director Compensation Table
(1) This column reports the aggregate amount of all cash compensation earned by each Non-Employee Director during 2025 for Board and committee service, determined as described below under “Additional Information Concerning Director Compensation.” (2) This column represents the grant date fair value of restricted stock awards granted to the Non-Employee Directors during 2025 under the 2021 Equity Incentive Plan, calculated in accordance with Financial Accounting Standards Board ASC Topic 718. Effective December 15, 2025, each then current Non-Employee Director was granted 3,346 shares of restricted Common Stock under the 2021 Equity Incentive Plan. Such shares had a grant date fair value of $37.365 per share, based on the average of the high and low price of the Company’s Common Stock as reported on the NYSE on the December 15, 2025 grant date. Additional terms of these awards are described below under “Post-Emergence Director Compensation – Non-Employee Director Annual Awards.” For more information, refer to Note 16 – Share-Based Compensation in the Company’s audited financial statements contained in the Company’s 2025 Form 10-K that accompanies this Proxy Statement. The grant date fair value represents the amount that the Company expects to expense in its financial statements over the vesting schedule for these awards and does not correspond to the actual value that will be realized by each Non-Employee Director. The aggregate number of outstanding shares of restricted Common Stock held by each Non-Employee Director as of December 31, 2025, was as follows: Marjorie L. Bowen – 7,363 shares; David J. Contis – 19,863 shares; David M. Fields – 7,363 shares; Robert G. Gifford – 7,363 shares; Jeffrey A. Kivitz – 7,363 shares; and Michael A. Torres – 7,363 shares.
Additional Information Concerning Director Compensation
Additional Information Concerning Director Compensation Both the Company’s management and the Compensation Committee intend for the compensation of the Company’s Non-Employee Directors to be competitive and reasonable in relation to the directors’ responsibilities for supervising the overall management and policies of the Company, and in relation to the compensation of Non-Employee Directors at the same group of peer companies reviewed by the Compensation Committee in setting base salaries for the Named Executive Officers (taking into account differences in size and scope of operations between the Company and certain of its peers). During the fourth quarter of 2022, following a review of peer director compensation compiled by Ferguson, the Board of Directors approved the Non-Employee Director Compensation to be effective as of January 1, 2023 and going forward, as reflected in the table below: Non-Employee Director Fees Paid in Cash
Additional Information Concerning Director Compensation
| Description | Non-Employee Director Fees Effective Jan. 1, 2023 | | Annual Cash Retainer for each Non-Employee Director | $75,000 | | Additional Annual Committee Member Fee (Audit Committee, Compensation Committee; Nominating/Corporate Governance Committee) | $15,000 | | Additional Annual Committee Chairperson Fee (Compensation Committee; Nominating/Corporate Governance Committee)* | $20,000 | | Additional Annual Committee Chairperson Fee (Audit Committee)* | $25,000 | | Additional Annual Fee – Non-Employee Chairman of the Board** | $50,000 |
Additional Information Concerning Director Compensation
* Committee Chairperson receives these fees in lieu of the applicable Committee Member fee. ** While eliminating a separate Lead Independent Director fee and maintaining the cash portion of the Additional Annual Fee for the Non-Employee Chairman at $50,000 for 2023, the Board, in November 2022 and to be effective for the 2023 year, added another $100,000 in the form of an additional grant of restricted shares of Common Stock to be granted to the then-current Non-Employee Chairman on December 15 preceding the beginning of the year to which such fee was applicable, vesting as of January 1 of the following year. In connection with the resignation of our then-current Non-Employee Chairman in January 2023, the Board of Directors appointed the Company’s then-current Lead Independent Director, David J. Contis, as Chairman of the Board and eliminated the separate position of Lead Independent Director. Pursuant to Mr. Contis’ request, he did not receive the incremental $100,000 equity grant as the Non-Employee Chairman of the Board for 2023 and, in February 2024, the Board eliminated the incremental $100,000 equity award for 2024 and going forward. All cash fees are paid to the Non-Employee Directors on a quarterly basis. Each Non-Employee Director also receives reimbursement of expenses incurred in attending meetings. Non-Employee Director Annual Equity Awards The Non-Employee Director Compensation schedule approved by the Board in the fourth quarter of 2022 also provided that on December 15th of each year of service (the “Grant Date”), each Non-Employee Director of the Company serving on such Grant Date would receive a grant of shares of restricted Common Stock of the Company pursuant to the 2021 Equity Incentive Plan, as amended (the “Non-Employee Director Annual Award”), having a value of $125,000, for their prospective service in the upcoming calendar year (the “Annual Service Period”). The number of shares to be granted pursuant to each Non-Employee Director Annual Award will be based on the average of the high and low trading prices for the Company’s Common Stock on the Grant Date, but if the Grant Date shall not be a date upon which the shares trade, then the number of shares will be based on the average of the high and low trading prices for the Company’s Common Stock on the last preceding trading date prior to the Grant Date. The shares granted under the Non-Employee Director Annual Award will vest on January 1 of the calendar year following the conclusion of the Annual Service Period. Generally, unless the Board of Directors should determine otherwise, a Non-Employee Director who ceases to be a member of the Board prior to the conclusion of the Annual Service Period will forfeit any unvested shares except in the event such Non-Employee Director ceased to be a member of the Board due to such Non-Employee Director’s death or disability or on a Change in Control of the Company (as defined in the 2021 Equity Incentive Plan). As in the case of the Restricted Stock Awards to Company officers described above, the Non-Employee director generally will have all of the rights of a stockholder during the vesting/restricted period, including the right to receive dividends on the same basis and at the same rate as all other outstanding shares of Common Stock and the right to vote such shares on any matter on which holders of the Company’s Common Stock are entitled to vote, and the shares generally will not be transferable during the restricted period, except for any transfers which may be required by law (such as pursuant to a domestic relations order). February 2026 Additional Stock Award for Chairman of the Board In February 2026, the Compensation Committee considered the fact that, as the Company’s Chairman of the Board, David Contis has continued to play a significant role, in addition to his regular duties as Board Chair, in executing CBL’s business strategy. The additional services provided by Mr. Contis in this capacity include, but are not limited to, assisting primarily the CEO and also the executive management team in identifying and reviewing strategic priorities, reviewing capital expenditures, tenant allowances and other investments, enhancing tools to review key performance indicators, evaluating acquisition opportunities and other external growth opportunities, discussing financings and other capital market activities, providing introductions to individuals and organizations to broaden the Company’s range of contacts and general advice and counsel. In order to provide additional incentive compensation to Mr. Contis in connection with these ongoing services, the Compensation Committee approved a new one-time award to Mr. Contis, effective February 11, 2026, of 50,000 shares of time-vested restricted stock. The Compensation Committee deemed it appropriate to compensate Mr. Contis for the significant time, effort and expertise that he devotes to providing these services, which goes beyond the expectation of a typical independent Board Chair and was deemed reasonable based on additional compensation awarded in similar circumstances. The award will vest in full on December 31, 2028, subject to earlier vesting in the event of Mr. Contis’ death or disability prior to such date (100% vesting), or should he cease to be a Non-Employee Director of CBL prior to such date due to an intervening Change in Control as defined above in the discussion of other equity awards under the 2021 Equity Incentive Plan (50% vesting for a Change in Control occurring on or before June 30, 2027; 100% thereafter). Apart from the vesting schedule, the material terms of this award are the same as those described above for the Non-Employee Director Annual Awards.