John Gottfried
About John Gottfried
John Gottfried, age 53, has served as Executive Vice President and Chief Financial Officer of Acadia Realty Trust since June 2016, overseeing accounting, financial reporting, budgeting/forecasting, real estate finance, capital markets, tax, and treasury; he previously spent 18 years at PwC (Partner; assurance leader for PwC’s New York City Real Estate practice) and holds a B.S. in Business Administration from the University of Dayton; he is a CPA and member of the AICPA . Company performance context for his incentive framework: 2024 FFO/share (as adjusted) rose 6.4% to $1.16, same-property NOI grew 5.7%, Net Debt/EBITDA improved to 5.5x, and TSR was +44% for 2024 and +23% over 2022–2024 (75th percentile vs peers) . Shareholders approved say‑on‑pay with ~93.5% support in 2024, indicating broad endorsement of the pay design governing his compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PwC | Partner; Assurance Leader, NYC Real Estate | ~1998–2016 | Led assurance for large real estate clients; technical accounting and capital markets experience directly relevant to REIT finance . |
| Acadia Realty Trust | EVP & CFO | 2016–present | Leads finance, capital markets, tax/treasury, and reporting; aligns capital structure and investment platform execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member (CPA) | N/A | Maintains professional standards and technical credentials . |
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $475,000 | $494,000 | $509,000 |
| Stock Awards (ASC 718) | $1,013,962 | $1,033,460 | $929,715 |
| Non-Equity Incentive (annual cash bonus formula) | $969,727 | $445,433 | $503,938 |
| All Other Compensation | $9,438 | $10,188 | $10,638 |
| Total | $2,468,127 | $1,983,081 | $1,953,291 |
Base salary and annual incentive opportunity:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | $494,000 | $509,000 |
| Annual Incentive Threshold (% of salary) | 75% prior design; updated in 2024 | 51% |
| Annual Incentive Target (% of salary) | 75% prior design; updated in 2024 | 85% |
| Annual Incentive Maximum (% of salary) | 150% prior design; updated in 2024 | 153% |
Notes:
- Other NEO salaries increased ~3% in 2024 to remain market-competitive; CEO salary flat; CFO target bonus increased to 85% to align with peer medians .
- Company did not grant stock options in 2024; equity mix is RSUs/LTIP Units .
Performance Compensation
2024 annual incentive scorecard (company-wide metrics applied to NEOs):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| FFO/share (before special items) | 22.5% | $1.11 | $1.14 | $1.17 | $1.16 |
| Core Leasing Activity (ABR added) | 20.0% | $5.0M | $6.0M | $7.0M | $15.8M |
| Leverage – Net Debt/EBITDA | 10.0% | 6.75x | 6.25x | 5.75x | 5.50x |
| Transactional Activity ($mm) | 17.5% | $100.0 | $300.0 | $750.0 | $597.3 |
| Strategic Execution (composite) | 10.0% | 1.00 | 3.00 | 5.00 | 4.00 |
| Individual | 20.0% | 1.00 | 3.00 | 5.00 | Not disclosed per executive |
CFO 2024 annual incentive outcome and form of payment:
- Amount earned: $665,196; elected 100% conversion into LTIP Units under the bonus exchange (20% price discount; 3-year vest; 2-year post-vest hold) resulting in $831,495 of LTIP Units value as of grant .
Long-term incentives (LTI) design and 2024 awards:
- 2024 approved LTI grant value for CFO: $850,000 (granted Feb 2025; 50% time-based LTIP Units vesting over 5 years; 50% performance-based LTIP Units over a 3-year performance period plus 2-year holding) .
- 2024 grant details (granted 2/16/2024 for 2023 cycle and ongoing program): time-based 36,438 LTIP Units ($503,938); performance-based target 24,912 LTIP Units ($534,362); time-based 24,912 LTIP Units ($395,353). All subject to stated vesting/holding; distributions per plan .
- Performance LTI metrics/payout curve for 2025 grants (applies to current outstanding cycles):
- Relative TSR vs Nareit Shopping Center Index: 50% weight; Threshold 25th percentile (50% payout), Target 50th (100%), Max 75th (200%) .
- Relative TSR vs Nareit Retail Index: 25% weight; same curve .
- Same-Property NOI Growth: 25% weight; Threshold 2–3%, Target 3%, Max 4% (linear interpolation) .
- Recently completed award: 2022 cycle paid at 155% of target driven by 60th percentile TSR vs shopping centers and 71st percentile vs retail index .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 184,071; <1% of shares outstanding . |
| Ownership Guidelines (NEOs) | 3x base salary; all NEOs, including CFO, met requirement as of 12/31/2024 (excludes unearned performance awards) . |
| Anti‑Hedging/Anti‑Pledging | Hedging and pledging prohibited; all executives compliant as of proxy date . |
Outstanding unvested and unearned equity (12/31/2024):
| Category | Units | Market Value ($24.16/sh) |
|---|---|---|
| Time-based unvested RSUs/LTIP Units (aggregate) | 166,344 | $4,018,871 |
| Performance-based unearned RSUs/LTIP Units (aggregate) | 142,783 | $3,449,638 |
Vesting mechanics and holding:
- Time-based awards primarily vest ratably over 5 years; certain 2024 awards vest over 3 years; many awards carry an additional 2-year post-vest holding requirement (CFO awards generally include the holding period per program) .
- Bonus Exchange LTIP Units (for 2024 incentive) vest over 3 years and carry a 2-year post-vest holding period; granted at a 20% discounted share price to encourage deferral/alignment .
Employment Terms
Severance framework (for NEOs other than CEO):
- Death/Disability: Lump sum equal to 1x base salary and 1x average bonus (last two years), pro‑rated bonus, 12 months COBRA; time‑based equity vests immediately; performance awards remain outstanding per terms .
- Without Cause or For Good Reason (non‑CoC): Above benefits plus an additional 1x base salary and 1x average bonus; time‑based equity vests immediately; performance awards continue per award agreements .
- Change of Control + termination (double trigger): All non‑CoC benefits plus 0.75x base salary and 0.75x average bonus and an additional 6 months of medical; time‑based equity vests at consummation of CoC; performance awards continue per terms .
Estimated potential payments for CFO if event occurred 12/31/2024:
| Scenario | Cash Severance | Bonus Severance | Stock Awards | Other Benefits |
|---|---|---|---|---|
| Death | $509,000 | $1,162,496 | $7,468,509 | $28,553 |
| Disability | $509,000 | $1,162,496 | $7,468,509 | $28,553 |
| Good Reason | $1,018,000 | $1,743,744 | $7,468,509 | $28,553 |
| Without Cause | $1,018,000 | $1,743,744 | $7,468,509 | $28,553 |
| Change of Control + Termination | $1,399,750 | $2,179,680 | $7,468,509 | $42,830 |
| Change of Control (equity only) | — | — | $7,468,509 | — |
Clawback, trading windows, and timing:
- Clawback: Recoupment of incentive compensation upon an accounting restatement; no restatements requiring recovery as of 12/31/2024 .
- Insider Trading Policy: Applies to all directors/officers; filed as Exhibit 19.2 to 2024 10‑K .
- Grant timing: Awards made in Q1; no timing around MNPI; no stock options granted in 2024 .
Compensation Structure Analysis
- Cash vs equity mix and deferral: Majority of pay is equity; CFO elected to take 100% of 2024 bonus in LTIP Units at a 20% discount with 3‑year vest plus 2‑year hold, increasing alignment and extending holding to 5 years total .
- Performance orientation: 70% of annual bonus formula tied to pre‑set financials; LTI is 50% performance-based with relative TSR and same‑property NOI hurdles; recent cycle (2022–2024) paid 155% reflecting outperformance, indicating sensitivity to shareholder returns .
- Governance guardrails: Ownership guidelines (3x salary) met, anti‑hedging/anti‑pledging, caps on payouts, and a clawback policy reduce risk of misalignment and excessive risk-taking .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay approval: ~93.5% in 2024, signaling strong shareholder support .
- Compensation peer group (2024): ADC, BRX, CBL, IVT, JBGS, KRG, MAC, PECO, ROIC, CURB, SKT, UE (with adjustments for M&A) to benchmark competitiveness and structure .
Equity Grant and Vesting Detail (CFO)
Select 2024 grants (granted 2/16/2024):
| Grant Type | Units | Grant-Date Fair Value |
|---|---|---|
| Time-based LTIP Units (bonus deferral) | 36,438 | $503,938 |
| Performance-based LTIP Units (target) | 24,912 | $534,362 |
| Time-based LTIP Units (annual LTI) | 24,912 | $395,353 |
Outstanding as of 12/31/2024:
| Type | Units Unvested/Unearned | Vesting/Holding Notes |
|---|---|---|
| Time-based RSUs/LTIP Units | 166,344 | Primarily 5-year ratable; select 3-year grants; market value $4,018,871 at $24.16/share . |
| Performance-based RSUs/LTIP Units | 142,783 | 3-year performance; 100% vest at end (CFO); 2-year post-vest hold; market value target $3,449,638 at $24.16/share . |
Risk Indicators and Red Flags
- Hedging/pledging: Prohibited; all executives compliant as of the proxy date (reduces alignment risk from collateralized shares) .
- Option repricing/underwater options: No stock options granted in 2024; equity delivered via RSUs/LTIP Units (limits repricing risk) .
- Clawback and restatement: Clawback policy in place; no required recoveries as of 12/31/2024 .
- Say‑on‑pay: Strong 93.5% support reduces near‑term shareholder backlash risk .
Investment Implications
- Alignment and retention: Large unvested and unearned equity (>$7.4M at year-end) with 3–5 year vesting plus 2-year holding creates strong retention and reduces near-term selling pressure; anti‑pledging further limits forced sales .
- Performance leverage: With 50% of LTI tied to relative TSR and 25% to same‑property NOI growth, continued operational execution (FFO/share +6.4%, SPNOI +5.7% in 2024) supports above‑target vesting potential if trends persist .
- Change‑of‑control economics: Double‑trigger cash at 2.75x salary+bonus equivalents (stacked on base severance) and single‑trigger vesting of time‑based equity at CoC provide meaningful transaction optionality for the CFO; investors should monitor M&A catalysts and the magnitude of unvested equity .
- Governance quality: High say‑on‑pay support, ownership guidelines met, and robust clawback/anti‑hedging policies suggest low governance friction around compensation, reducing risk of adverse shareholder actions .