C. David Zoba
About C. David Zoba
Independent Trustee of Acadia Realty Trust since August 2015; age 73. Former Senior VP, Global Real Estate & Store Development at Gap Inc. (2009–2015) and Senior Real Estate Strategy Advisor (2015–2016); previously COO/Principal at +Steiner Associates, President & COO at Premier Properties, EVP at Galyan’s, and Chief Transaction Attorney at The Limited. Education: Harvard University (BA), graduate studies at LSE, JD from Case Western Reserve University. Board has determined he is independent under NYSE rules; in 2024 he met at least 75% attendance thresholds across Board/committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | Senior VP, Global Real Estate & Store Development | 2009–2015 | Managed real estate transactions/professionals for ~3,300 stores in 10 countries . |
| Gap Inc. | Senior Real Estate Strategy Advisor | 2015–2016 | Senior advisory role on real estate strategy . |
| +Steiner Associates | Principal & COO | Pre-2009 (immediately prior to Gap) | Mixed-use retail developer leadership . |
| Premier Properties | President & COO | Nov 2004–Apr 2006 | Led real estate development company . |
| Galyan’s Trading Co. | Executive Vice President | 2001–2004 | Helped create/launch specialty sporting goods retailer (later part of Dick’s Sporting Goods) . |
| The Limited | Chief Transaction Attorney (expanded responsibilities) | Mid-1990s–~7 years | Corporate real estate/transaction leadership . |
| JLL (Jones Lang LaSalle) | Chairman, Global Retail Leasing Board | 2015–2022 | Global retail leasing leadership; now Senior Advisor . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| JLL | Senior Advisor | Private/professional | Former Chairman, Global Retail Leasing Board (2015–2022) . |
| QC Terme (U.S.) Corp. | Consultant | Private | Advises North American expansion . |
| Café Rio, Inc. | Board Member | Private (Freeman Spogli portfolio) | Industry Executive to Freeman Spogli & Co. . |
| White Water Express Car Wash, LLC | Board Member | Private (Freeman Spogli portfolio) | Industry Executive to Freeman Spogli & Co. . |
| International Council of Shopping Centers | Past Trustee | Non-profit/industry | Sector network role . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Zoba is independent under NYSE standards . |
| Committee Assignments | Chair, Nominating & Corporate Governance Committee (member since 2015); Member, Investment/Capital Markets Committee (since 2024) . |
| Attendance | In 2024, each incumbent Trustee attended ≥75% of Board and applicable committee meetings . |
| Board Leadership | Lead Trustee is Lee S. Wielansky (independent); executive sessions held at each regularly scheduled Board meeting . |
| Executive Sessions | Independent Trustees meet in executive session each regular Board meeting . |
Fixed Compensation (Director)
| Component | 2024 Policy | 2025 Policy | Zoba 2024 Actual |
|---|---|---|---|
| Annual Cash Retainer (Non-Lead) | $75,000 | $80,000 | $90,000 (includes $15,000 Nominating & Corporate Governance Chair fee) . |
| Committee Chair Fee (Other committees) | $15,000 | $20,000 | Included above as NCG Chair . |
| Annual Equity Retainer | $100,000 in RSUs/LTIP Units (3-yr vest, 33%/yr) | $120,000 | $100,182 (grant-date fair value) . |
| Other Compensation | — | — | $50,799 (primarily dividends on vested/unvested units per notes) . |
| Total | Standard $175,000 | Standard $200,000 | $240,981 (cash+equity+other) . |
Notes:
- Trustees can elect to convert cash fees into equity at a 10% discount; equity vests in 1 year for converted cash; standard equity retainer vests over 3 years (33% annually) .
Performance Compensation (Director)
- Directors receive time-based equity (no performance metrics) vesting 33% per year over 3 years; no options were granted to directors .
- Outstanding unvested director equity at 12/31/2024 for Zoba: 12,446 units with market value $300,696 (valued at $24.16) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Zoba in AKR’s proxy . |
| Private company boards | Café Rio, Inc.; White Water Express Car Wash, LLC (both Freeman Spogli portfolio companies) . |
| Potential interlocks/conflicts | No related-party transactions involving Zoba disclosed; company notes only fee income from unconsolidated partnerships (not deemed related party) and Audit Committee oversight of any related person transactions . |
Expertise & Qualifications
- Retail and global real estate operations (Gap Inc. portfolio of ~3,300 stores in 10 countries) .
- Consumer retail, real estate development, investment/capital markets; AKR skills matrix attributes Zoba with consumer retail, real estate development, investment/capital markets, risk management, and human capital management expertise .
- Legal/transactional background (Chief Transaction Attorney at The Limited); JD from Case Western Reserve; Harvard BA; LSE graduate studies .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 11, 2025) | 64,922 Common Shares beneficially owned; <1% of class . |
| Ownership Guidelines (Directors) | Required to hold 5x total annual cash fees; all non-employee Trustees met the guideline except Ms. Woodhouse (joined 2023); thus Zoba is in compliance . |
| Pledging/Hedging | Company prohibits hedging and pledging by Trustees; compliance noted as of proxy date . |
| Outstanding Unvested Director Equity | 12,446 units; market value $300,696 at $24.16 per share on 12/31/2024 . |
Insider Trades
| Date | Transaction | Shares | Price | Form | Notes |
|---|---|---|---|---|---|
| — | Not disclosed in proxy | — | — | — | AKR’s 2025 proxy does not summarize Form 4 activity for directors . |
Governance Assessment
- Strengths: Independent status; Chairs Nominating & Corporate Governance Committee (key for refreshment, ESG/corporate responsibility oversight); member of Investment/Capital Markets Committee, aligning retail/operator expertise with capital allocation; attendance met Board standard; anti-hedging/pledging policy; director ownership guideline met; equity retainer aligns interests via multi-year vesting .
- Compensation alignment: Director pay mix includes meaningful equity; 2025 increase in standard retainer reflects market, with modest increase in other committee chair fee to $20,000; Zoba’s 2024 actual compensation reflects chair responsibilities and equity alignment .
- Potential conflicts/monitoring: External roles at JLL and Freeman Spogli portfolio companies (Café Rio, White Water Express) appear unrelated to AKR transactions; company disclosed no related-party transactions beyond fees from unconsolidated partnerships and has Audit Committee review process—continue monitoring for any tenant/vendor overlap in AKR portfolio .
- Shareholder sentiment: AKR’s 2024 say‑on‑pay approval ~93.5% suggests overall investor support for compensation governance; not director-specific but indicative of compensation oversight effectiveness .