Robert F. Barton
About Robert F. Barton
Robert F. Barton, age 67, is Executive Vice President and Chief Financial Officer of American Assets Trust (AAT), serving as CFO since the company’s January 2011 IPO. He oversees accounting, taxation, risk management, capital markets, financial reporting, and investor relations, with 40+ years of commercial real estate, accounting, tax, M&A, and structured finance experience; he is a CPA (California) and holds a BS in Business Administration (Accounting) from CSU Pomona and an Executive Certification in M&A from Northwestern University . Under Barton’s finance leadership, AAT delivered record 2024 results: net income of $72.82M, FFO of $197.50M ($2.58 per diluted share/unit), total revenue of $457.9M, dividends of $1.34/share, and a 6.7% CAGR in FFO/share since the IPO; the company also issued $525M of 6.15% senior notes due 2034 and ended 2024 with $825.7M of liquidity . Performance equity awards reference relative TSR results: for the 12/1/2023–11/30/2024 period, AAT’s TSR was 43.07% vs 28.54% for the S&P 600 Real Estate Index, supporting above-target vesting outcomes on prior grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Assets, Inc. (AAI) | EVP & CFO | 1998–2011 | Led finance ahead of IPO; capital markets/M&A execution |
| American Assets Investment Mgmt., LLC | CFO & Chief Compliance Officer | 2002–2011 | SEC-registered advisor; compliance and investment operations |
| Fluor Daniel | Executive Director, Real Estate & Finance | 1996–1998 | Fortune 500 EPC firm; real estate/finance leadership |
| RCI Asset Management Group | SVP & CFO | 1986–1996 | Private developer; capital partners included Simon predecessor |
| Arthur Young & Co. | Auditor (focus: RE, banking, healthcare) | 1980–1986 | Audit, financial controls, reporting foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Council of Shopping Centers (ICSC) | Member | Not disclosed | Industry engagement and market insights |
| Urban Land Institute (ULI) | Member | Not disclosed | Development best practices, network access |
| Rady Children’s Hospital & Health Center | Audit & Corporate Responsibility Committee Member | Not disclosed | Governance oversight, community impact |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | $475,000 | $515,000 | $535,000 | $600,000 |
| Target Bonus (% of Base) | — | — | 100% | 100% |
| Discretionary Cash Bonus ($) | $356,250 | $386,250 | $535,000 | — |
| Cash Non-Equity Incentive ($) | $475,000 | $515,000 | $535,000 | — |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FFO per share | 50% | $2.10 (Target); $2.00 (Threshold); $2.20 (Max) | $2.58 (note: $2.30 ex-litigation/lease termination) | 200% of corporate component | N/A (cash) |
| Discretionary (individual/ESG) | 50% | Committee assessment | Significant contributions; ESG leadership considered | 200% of discretionary component | N/A (cash) |
Performance-Based Stock Awards (prior grants measured in 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FFO per share (2023 grant, 2024 measurement) | Determines FFO multiplier | $2.10 target; $2.00/$2.20 threshold/max (for 2024) | $2.58 for 2024 | FFO Performance Multiplier: 150% | One-third tranche vested at 150% of target |
| Relative TSR vs S&P 600 Real Estate Index (2023 grant, 2024 measurement) | Adjusts FFO multiplier by ±10% (2013/2021–2023 schemes) | ±10% adjustment | AAT TSR 43.07% vs Index 28.54% (12/1/2023–11/30/2024) | “FFO + 10%” → 150% payout of eligible tranche | One-third tranche vested at 150% of target |
2024 Grants Structure (forward-looking metrics)
- Awards vest over three measurement dates (Nov 30, 2025/2026/2027) using FFO per share (50/100/150% multipliers) coupled with relative TSR adjustment of ±20% bounded 50–150% total multiplier .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares owned | 203,618 shares held by the Robert and Katherine Barton Living Trust (beneficial ownership) |
| Unvested performance-based restricted stock (unearned) | 134,246 shares (maximum across 2022–2024 awards) |
| Stock awards vested in 2024 | 58,174 shares; value realized $1,654,469 |
| Options outstanding | None granted in 2024 to executives; company does not grant options as a policy in 2024 |
| Shares pledged as collateral | None reported; only Mr. Rady historically pledged and there were no outstanding pledges as of the proxy filing |
| Stock ownership guideline | Minimum 2× base salary for Barton; currently in compliance |
| Anti-hedging policy and pre-clearance | Hedging prohibited; trades pre-cleared for insiders |
| Clawback policy | Compensation recovery policy implemented per Rule 10D-1 and NYSE |
Vesting Schedule (supply timing)
| Year | Performance-Vesting Restricted Stock (Max) |
|---|---|
| 2025 | 66,339 shares |
| 2026 | 47,826 shares |
| 2027 | 20,081 shares |
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract term & auto-renewal | Automatically extended each March 25 for successive one-year periods unless earlier terminated |
| Reporting line | Barton reports to Executive Chairman (Rady) and CEO (Wyll) |
| 2025 base salary & bonus target | $600,000 base; 100% target bonus |
| Severance (no change-in-control) | 1.5× (salary + average bonuses for prior 3 years), plus 12 months health coverage; accelerate 50% of outstanding equity |
| Severance (within 12 months of change-in-control) | 2× (salary + average bonuses), plus 12 months health coverage; accelerate 100% of outstanding equity |
| Equity award treatment on change-in-control | Remain eligible to vest maximum shares in equal installments post-CIC; acceleration upon death, disability, termination without cause, or resignation for good reason (double-trigger) |
Potential Payments (as of 12/31/2024 illustrative)
| Scenario | Severance Payment ($) | Accelerated Equity ($) | Medical ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / resignation for good reason (no CIC) | $2,203,750 | $3,525,300 | $14,656 | $5,743,706 |
| Termination within 12 months of CIC | $2,938,333 | $3,525,300 | $14,656 | $6,478,289 |
| Death or Disability | — | $3,525,300 | — | $3,525,300 |
Investment Implications
- Strong pay-for-performance alignment: Barton’s 2024 bonus tied 50% to FFO/share (actual $2.58 vs max hurdle $2.20) and 50% to discretionary performance/ESG, resulting in a 200% of base bonus—reflecting high operational/financial delivery and disciplined incentive design .
- Equity alignment is meaningful: 134,246 unearned performance shares and scheduled vesting of up to 66k/48k/20k shares in 2025–2027; vesting cadence can create periodic supply overhangs but reinforces multi-year retention and TSR/FFO focus .
- CIC economics are moderate and largely double-trigger: 1.5× salary+bonus or 2× within 12 months post-CIC, with equity acceleration (50% no CIC; 100% post-CIC termination), balancing retention protection with shareholder alignment .
- Governance risk mitigants: anti-hedging, clawback, ownership guidelines (2× salary) with Barton in compliance; pledging risk appears limited given no reported pledges by Barton and enhanced Audit Committee oversight .
- Execution track record supports confidence: 2024 record net income, FFO, revenue and liquidity, plus oversubscribed $525M bond issuance—indicative of effective capital markets stewardship under Barton as CFO .
- Shareholder support is robust: say-on-pay approval >91% in 2024, signaling investor endorsement of compensation design and performance linkage .