Joseph Napolitano
About Joseph Napolitano
Joseph Napolitano, age 60, is Senior Vice President and Chief Administrative Officer at Acadia Realty Trust (AKR). He has been with the company since January 1995 and has served as CAO since April 2007, overseeing property management, human resources, marketing, and information technology . He holds a B.S. in Business Administration from Adelphi University and professional credentials including MHCS (Human Capital Institute), CPM (IREM), and RPA (BOMA) . Company pay-for-performance is linked to FFO/share, core leasing, leverage, transactional activity, and relative TSR versus Nareit indices; in 2024 the company reported TSR of 111.88, peer TSR of 136.97, and FFO/share of 1.12 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Acadia Realty Trust | Senior Vice President & Chief Administrative Officer | Apr 2007–present | Manages property management, HR, marketing, and IT |
| Acadia Realty Trust | Joined the Company | Jan 1995–2007 | With AKR since 1995; 35 years of real estate experience cited in proxy biographies |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Developmental Disabilities Institute (DDI) | Board Member | Not disclosed | Non-profit serving children with Autism and developmental disabilities |
Fixed Compensation
| Year | Base Salary ($) | Source |
|---|---|---|
| 2022 | 375,000 | |
| 2023 | 390,000 | |
| 2024 | 402,000 |
Performance Compensation
Annual Incentive Opportunity (% of Base)
| Metric | 2021 | 2024 |
|---|---|---|
| Threshold | 25% | 51% |
| Target | 75% | 85% |
| Maximum | 125% | 153% |
2023 Annual Incentive Measures and Actuals
| Performance Criteria | Weighting | Threshold | Target | Maximum | Actual Results |
|---|---|---|---|---|---|
| FFO/share (before special items) | 22.5% | 1.06 | 1.08 | 1.10 | 1.09 |
| Core Leasing Activity | 20.0% | $4.0M | $5.5M | $7.0M | $10.0M |
| Leverage – Net Core Debt/EBITDA | 7.5% | 7.50x | 7.00x | 6.50x | 6.50x |
| Transactional Activity | 20.0% | $100.0M | $300.0M | $500.0M | $183.1M |
| Executing Strategic Plan (composite) | 10.0% | 1.00 | 3.00 | 5.00 | 3.75 |
| Individual | 20.0% | 1.00 | 3.00 | 5.00 | CEO-evaluated; Napolitano individual score 3.66 |
2024 Annual Incentive Measures and Actuals
| Performance Criteria | Weighting | Threshold | Target | Maximum | Actual Results |
|---|---|---|---|---|---|
| FFO/share (before special items) | 22.5% | 1.11 | 1.14 | 1.17 | 1.16 |
| Core Leasing Activity | 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 | 17.5% | $100.0M | $300.0M | $750.0M | $597.3M |
| Executing Strategic Plan (composite) | 10.0% | 1.00 | 3.00 | 5.00 | 4.00 |
| Individual | 20.0% | 1.00 | 3.00 | 5.00 | See company’s individual assessment framework |
Annual Incentive Payouts (Reported)
| Year | Non-Equity Incentive Plan Compensation ($) |
|---|---|
| 2022 | 473,637 |
| 2023 | 415,815 |
| 2024 | 399,023 |
Bonus Exchange Election
| Year | Election | Amount ($) |
|---|---|---|
| 2023 | 100% of cash incentive taken as Restricted LTIP Units (20% discounted share price; 3-year vest for NEOs plus 2-year post-vest hold) | 492,219 |
Long-Term Incentives – Performance-Based Construct (for awards granted 2024–2025)
| Metric | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) |
|---|---|---|---|---|
| Relative TSR vs. Nareit Shopping Center Index | 50% | 25th percentile | 50th percentile | 75th percentile |
| Relative TSR vs. Nareit Retail Index | 25% | 25th percentile | 50th percentile | 75th percentile |
| Same-Property NOI Growth | 25% | 2–3% | 3% | 4% |
Status of recent performance awards as of 12/31/2024: 2018 (18% earned), 2019 (0%), 2020 (0%), 2021 (63%), 2022 (155%; 60th percentile vs Shopping Center and 71st percentile vs Retail indices), 2023/2024 cohorts tracking above target .
Long-Term Incentives – 2024 Grants (Granted Feb 16, 2024)
| Grant Date | Component | Units | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2/16/2024 | Time-based Restricted LTIP Units | 28,852 | 399,023 | 3-year, 33% annually; 2-year post-vest hold |
| 2/16/2024 | Performance-based Restricted LTIP Units (Threshold/Target/Max) | 6,595 / 13,189 / 26,378 | 282,902 | Earned over 3 years; 2-year post-vest hold |
| 2/16/2024 | Additional Time-based Restricted LTIP Units | 13,189 | 209,309 | 5-year, 20% annually; distributions equal to common dividend |
Equity Ownership & Alignment
Beneficial Ownership
| Date | Shares Outstanding | Napolitano Common Shares | Percent of Class |
|---|---|---|---|
| Mar 5, 2024 | 102,989,390 | 58,101 | ~0.06% (derived) |
| Mar 11, 2025 | 119,772,926 | 61,192 | ~0.05% (derived) |
- Share ownership guidelines: CEO 10× base salary; all other NEOs 3× base salary; compliance “Yes” as of Dec 31, 2024; unearned performance awards excluded from calculation .
- Anti-hedging/anti-pledging: Company prohibits short sales, derivative transactions, margin accounts, and pledging; all trustees and executive officers were in compliance .
- Option exercises/stock vested: On Jan 6, 2024, Napolitano had 35,634 shares vest, with $599,365 value realized; vestings tied to prior RSU/LTIP grants .
- Trading controls: Blackout periods and Rule 10b5-1 requirements, including sell-to-cover provisions and disclosure footnotes on Form 4/144 .
Insider transactions context:
- Benzinga aggregates indicate Napolitano acquired 152,034 shares in 2023 and disposed 99,050 shares in 2024, totaling $830,608.54 in sales; CIK 0001218913 .
- AKR IR references Form 4 filings for Napolitano (e.g., Feb 5, 2025) , and SEC’s Form 4 XML record (Feb 2025) .
Employment Terms
Severance and Change-of-Control Economics (as of 12/31/2024)
| Scenario | Cash Severance ($) | Bonus Severance ($) | Stock Awards ($) | Other Benefits ($) |
|---|---|---|---|---|
| Death | 402,000 | 911,619 | 4,608,446 | 28,554 |
| Disability | 402,000 | 911,619 | 4,608,446 | 28,554 |
| Good Reason | 804,000 | 1,367,429 | 4,608,446 | 28,554 |
| Without Cause | 804,000 | 1,367,429 | 4,608,446 | 28,554 |
| Change of Control & Termination | 1,105,500 | 1,709,286 | 4,608,446 | 42,831 |
| Change of Control (no termination) | — | — | 4,608,446 | — |
- Structure: NEOs (other than CEO) have severance agreements covering Death, Disability, Cause/Without Cause, Good Reason, and Change of Control; payments are reduced to avoid parachute excise tax under Section 280G .
- Equity acceleration: Share Incentive Plans provide for accelerated vesting in certain Change of Control circumstances; forfeiture applies for termination for cause .
Compensation Committee and Governance
| Year | Compensation Committee | Highlights |
|---|---|---|
| 2023 | William T. Spitz (Chair), Douglas Crocker II, Lynn C. Thurber | Important financial measures linking pay-to-performance disclosed ; Say-on-Pay approved ~93.7% |
| 2024 | William T. Spitz (Chair), Mark Denien, Hope Woodhouse | Measures include FFO/share, leasing activity, leverage, transactional activity, relative TSR; Say-on-Pay approved ~93.5% |
- Clawback Policy: Applies to cash and equity incentive compensation; no restatement-triggered recovery outstanding as of year-end 2024/2023 .
- No poison pill; anti-hedging/anti-pledging; annual say-on-pay; board evaluations; succession planning .
Investment Implications
- Alignment and retention: Napolitano’s annual incentive target rose from 75% to 85% of base in 2024, emphasizing at-risk pay; majority of long-term equity vests over 3–5 years with an added 2-year holding period, enhancing retention and long-term alignment . Recent performance-based LTI outcomes (63% for 2021 cohort; 155% for 2022) tie realized compensation to TSR relative to Nareit indices and same-property NOI growth .
- Insider selling pressure timing: Significant annual vesting occurs in early January (e.g., Jan 6, 2024 vesting of 35,634 units, $599k value), which can coincide with sell-to-cover or planned sales under 10b5-1 programs; observed public Form 4 activity in 2024–2025 underscores monitoring vesting calendars for potential supply signals .
- Risk mitigation: Anti-pledging/hedging policies, blackout windows, and ownership guidelines (NEOs at 3× base salary, compliance “Yes”) reduce misalignment and forced selling risks . Strong say-on-pay support (93–94%) suggests investor acceptance of pay design linking payouts to FFO/share, leverage, leasing, and relative TSR .
- Severance economics: Cash severance of ~$0.8–1.1M plus bonus severance and equity acceleration on certain triggers implies moderate change-of-control costs relative to base salary, with equity value dominating outcomes; investors should assess potential dilution/overhang from accelerated vesting in M&A scenarios .