Jerry Gammieri
About Jerry Gammieri
Senior Vice President of Construction and Development at American Assets Trust (AAT). Age 59. He has overseen new developments, construction projects, tenant improvements, and entitlements since December 2021, after serving as VP of Construction & Development from AAT’s IPO in 2011 to 2021 and VP of Construction at American Assets, Inc. (AAI) from 2000–2011; prior to that he was VP of Operations at Peterbilt Construction Company (1989–2000). He holds an Associate of Arts and Science degree in construction from SUNY Canton .
Performance context: AAT delivered record 2023 FFO of $183.4M ($2.40/share), 6.6% CAGR in FFO/share since the 2011 IPO, and its highest total revenue ($441.2M) and NOI ($277.2M) since IPO, while completing key development/redevelopment milestones—metrics directly tied to the company’s bonus and equity programs that apply to Gammieri .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Assets Trust (public REIT) | Vice President, Construction & Development | 2011–Dec 2021 | Built and led the public platform’s construction/development function post-IPO |
| American Assets, Inc. (pre-IPO predecessor) | Vice President, Construction | 2000–2011 | Responsible for all construction activities across AAI and affiliates |
| Peterbilt Construction Company | Vice President, Operations | 1989–2000 | Full operations oversight (planning through execution) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in AAT’s proxy | — | — | No public company board roles for Gammieri are disclosed in the 2024 proxy’s executive officer section |
Fixed Compensation
| Item | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base salary ($) | 247,860 | 300,000 | 325,000 | 338,000 (+4% y/y) |
| 401(k) match ($) | 16,500 | 16,500 | 16,500 | — |
| Other fixed/perqs ($) | Dividends on restricted stock $57,283; PTO payout $38,750 (2023) | — | — | — |
Notes: AAT states “no excessive perquisites,” hedging is prohibited, and there are no excise tax gross-ups in its program .
Performance Compensation
-
Annual bonus structure (Gammieri):
- Target bonus: 75% of base salary (unchanged for 2024) .
- Weighting: 50% corporate metric (FFO/share) + 50% discretionary (includes ESG) .
- 2023 FFO/share thresholds for corporate component: Threshold $2.05 (25% multiplier), Target $2.15 (100%), Maximum $2.25 (200%); actual 2023 FFO/share was $2.40 → 200% multiplier for the corporate 50% .
- Discretionary component paid at 150% of target for 2023 .
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2023 bonus result (mechanics):
Corporate half: 0.5 × 75% × 200% = 75% of base; Discretionary half: 0.5 × 75% × 150% = 56.25% of base → total ≈131% of base; AAT reports 131% of base ($426,563) for Gammieri . -
Equity awards (performance-based restricted stock):
- 2023 grant (Dec 7, 2023): target $400,000 and max $600,000; converted using a 50-day average price of ~$18.9216 to 21,140 target shares and 31,710 max shares; vesting in three tranches subject to performance and continued service .
- Metrics and vesting: Up to one-third can vest based on (1) calendar-year FFO/share vs budget and (2) relative TSR vs S&P 600 Real Estate Index over 1-, 2-, and 3-year periods ending Nov 30, 2024/2025/2026; the TSR modifier adjusts ±10% around the FFO multiplier, with overall caps/floors of 150%/50% .
- Historical vesting context: 2022 and 2021 awards tranches tied to 2023 performance vested at 140% of target (FFO/share at max; TSR underperformed index by >500 bps) .
-
Multi-year payouts (summary):
AAT disclosed, at maximum performance, Gammieri has the following shares eligible to vest: 2024: 23,235; 2025: 17,975; 2026: 10,570 (actual vesting will depend on FFO/TSR outcomes) .
Bonus detail table (2023)
| Metric | Weight | Target | Actual | Payout Multiplier | Notes |
|---|---|---|---|---|---|
| FFO per share (corporate) | 50% | $2.15 | $2.40 | 200% | Threshold $2.05 (25%), Max $2.25 (200%) |
| Discretionary (incl. ESG) | 50% | Committee assessment | Significant contributions; ESG leadership | 150% | Committee discretion (0–250% of target) |
| Total annual bonus (as % of base) | — | 75% | — | 131% | Result equals $426,563 |
2023 equity grant detail
| Grant date | Award type | Target shares | Max shares | Performance periods | Performance metrics |
|---|---|---|---|---|---|
| Dec 7, 2023 | Performance-based restricted stock | 21,140 | 31,710 | 1-, 2-, 3-year TSR (to 11/30/24, 11/30/25, 11/30/26); FFO/share over CY | FFO/share vs budget; Relative TSR vs S&P 600 Real Estate (±10% modifier; 50–150% overall) |
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Total beneficial ownership | 92,573 shares (less than 1%) as of Mar 28, 2024 |
| Direct common shares | 40,793 |
| Unvested performance-based restricted stock | 51,780 (max basis) as of 12/31/23; market value $1,165,568 at $22.51 |
| 2023 stock vested | 14,442 shares; value realized $290,862 |
| Ownership guidelines | 2× base salary; Gammieri currently in compliance |
| Hedging/pledging | Hedging prohibited; any pledging requires Audit Committee pre-approval and is limited; no outstanding pledges reported for directors/officers (including CEO) as of the 2024 proxy |
Insider activity (latest available): On 12/6/2023, 7,598 shares were withheld for tax (Code F) at $20.14; on 12/7/2023, 31,710 performance-based restricted shares were granted; post-transactions direct holdings reported at 92,573 shares .
Employment Terms
| Term | Gammieri |
|---|---|
| Employment agreement | Not listed among executives with restated employment agreements (agreements cover CEO, CFO, and President/COO) |
| Severance (no change in control) | None (no salary/bonus severance) |
| Severance (within 12 months after change in control) | None (no salary/bonus severance) |
| Equity acceleration (pre-CIC) | Accelerates to “maximum” shares upon death or disability; otherwise no accelerated vesting for termination without cause/good reason |
| Equity treatment (upon change in control) | Remains eligible to vest in “maximum” shares on scheduled measurement dates; accelerated only upon death/disability (others have double-trigger; not applicable to Gammieri) |
| Health benefits continuation | None beyond legal requirements (no company-paid continuation disclosed) |
| Clawback | Compensation recovery policy in place under NYSE/Rule 10D-1 |
| Non-compete / non-solicit | Not disclosed for Gammieri specifically (applies to executives with agreements) |
Estimated value upon death/disability (12/31/23): accelerated equity $1,165,568 (based on $22.51), no cash severance .
Performance & Track Record (context for role)
- AAT delivered record 2023 FFO ($183.4M; $2.40/share), highest revenue ($441.2M) and NOI ($277.2M) since IPO; maintained IG ratings; and completed key construction milestones (One Beach Street redevelopment; La Jolla Commons Tower III), alongside active renovation/amenities programs across multiple assets—areas within Gammieri’s remit .
- 2023 leasing included 322k sf office and 405k sf retail; multifamily realized 5.5% same-store cash NOI growth; office and retail leasing spreads increased on GAAP and cash bases, indicating execution resilience during a challenging macro backdrop .
- Say-on-pay support has been consistently high (2023 approval >98%), reflecting shareholder acceptance of pay design that ties awards to FFO/share and relative TSR .
Compensation Structure Analysis
- Mix and alignment: Pay leans toward performance—annual bonus tied 50% to FFO/share and 50% to discretionary/ESG, plus multi-year equity with both FFO/share and relative TSR gates/modifiers; no time-based executive equity for employees (directors only) .
- Risk controls: Hedging prohibited; formal clawback policy; director/NEO ownership guidelines; director program vests annually; no excise tax gross-ups .
- 2020 award discretion: Committee recognized index mismatch (retail-heavy BBRESHOP vs AAT’s diversified mix) and COVID-related distortions when applying 50% vesting for the 2020 cycle’s final tranche (otherwise below threshold), signaling a pragmatic yet discretionary approach to retention .
Vesting Schedules and Insider Selling Pressure
- Upcoming potential vesting (maximum basis): 2024: 23,235 shares; 2025: 17,975; 2026: 10,570 (actual vesting contingent on FFO/TSR results). Tax withholding on vest dates can create mechanical sell pressure (e.g., 7,598 shares withheld at $20.14 on 12/6/2023) .
- As of year-end 2023, Gammieri held 51,780 unvested performance shares (max basis), with $1.17M year-end market value, representing future vesting over 2024–2026 .
Multi-Year Compensation (reported)
| Component ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | 247,860 | 300,000 | 325,000 |
| Cash bonus (discretionary) | 61,965 | 168,750 | 182,813 |
| Cash non-equity incentive (plan) | 123,930 | 225,000 | 243,750 |
| Stock awards (grant-date fair value) | 597,751 | 532,291 | 534,447 |
| All other compensation | 78,720 | 74,110 | 112,533 |
| Total | 1,110,226 | 1,300,151 | 1,398,543 |
Equity Ownership Detail
| As of date | Direct common | Unvested perf. shares (max) | Total beneficial | % of shares outstanding |
|---|---|---|---|---|
| 12/29/2023 (valuation) | — | 51,780; $1,165,568 at $22.51 | — | — |
| 3/28/2024 (beneficial table) | 40,793 | 51,780 | 92,573 | <1% (asterisked in proxy) |
Investment Implications
- Pay-for-performance alignment: Strong linkage to FFO/share and relative TSR should keep incentives tied to cash-flow productivity and shareholder returns; 2023 payouts reflect above-target corporate performance with balanced discretion, including ESG consideration .
- Retention risk profile: Unlike CEO/CFO/President, Gammieri lacks a restated employment agreement and severance protections; equity accelerates only on death/disability, not on termination without cause or post-CIC termination—suggesting lower contractual retention protection but meaningful unvested equity as a retention lever .
- Trading/supply signals: Significant unvested performance shares scheduled through 2026 indicate periodic tax-withholding transactions on vest dates (e.g., 12/6/2023), which can create modest, predictable sell pressure around those events .
- Governance backdrop: Robust safeguards (no hedging, clawback, ownership guidelines) and consistently high say-on-pay support (>98% in 2023) lower governance risk around incentives .