Brian T. Finnegan
About Brian T. Finnegan
Brian T. Finnegan (age 44) is President and Chief Operating Officer of Brixmor (since July 2024) and briefly served as Interim CEO and President (Apr–May 2024). He joined the company in 2004 (predecessor Kramont), became an executive in 2014, and holds a B.A. from Duquesne University . His 2024 cash bonus was driven by SP NOI growth (37.5%), Nareit FFO per share (37.5%), and individual goals (25%; with ESG embedded), delivering a 1.47x achievement factor and $953,938 payout at year-end status, plus a separate $200,000 special cash payment for additional duties during the CEO’s medical leave . Long-term equity is heavily performance based (60% PRSUs on 3-year relative TSR; 40% service RSUs with an outperformance modifier on 3-year SP NOI and Nareit FFO growth); 2022 PRSUs paid at 133.3% (58.3rd percentile) and 2022 OPRSUs earned maximum on SP NOI but 0 on FFO growth, evidencing balanced outcome sensitivity to operating and per-share results . In 2024, company TSR translated a $100 initial value to $161.90 vs peer group $136.97, and Nareit FFO/diluted share was $2.13, aligning pay and performance constructs disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brixmor | President, Chief Operating Officer | Jul 2024–present | Leads operations; promotion accompanied by higher salary and LTI target to support execution of strategy . |
| Brixmor | Interim Chief Executive Officer and President | Apr–May 2024 | Continuity of leadership during CEO medical leave; individual goals achieved at maximum . |
| Brixmor | Senior EVP, Chief Operating Officer | Sep 2023–Jul 2024 | Elevated operating remit prior to President/COO promotion . |
| Brixmor | EVP, Chief Revenue Officer | Feb 2020–Sep 2023 | Drove leasing/revenue strategy amid portfolio performance priorities . |
| Brixmor | EVP, Leasing | Nov 2014–Feb 2020 | Led leasing to enhance SP NOI trajectory . |
| Brixmor | SVP, Leasing & Redevelopment (West) | Jan 2009–Oct 2014 | Regional redevelopment/leasing execution . |
| Brixmor | VP, Redevelopment; Regional VP, Leasing | 2006–2008; 2006–2007 | Early operating leadership roles . |
| Kramont Realty Trust (predecessor) | Senior Leasing Associate | 2004 | Entry into platform that later became Brixmor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICSC Foundation | Vice Chair, Board of Directors | 2023–present | Industry leadership and network; potential talent and deal-flow visibility . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Terms/Notes |
|---|---|---|---|---|
| Salary ($) | 569,039 | 585,577 | 634,615 | Base salary as of 12/31/24 set to $650,000 effective July 24, 2024 . |
| Base Salary at 12/31 | — | — | $650,000 | Employment agreement minimum base salary $650,000 (A&R in Jul 2024) . |
| Target Bonus (% of base) | — | — | 100% | Range: 75% (threshold), 100% (target), 150% (max) . |
| 2024 Special Cash ($) | — | — | 200,000 | For extra duties during CEO leave; outside annual plan . |
| LTI Target ($) | — | ≥$1,750,000 (min in 2023 agreement) | — | From 2025, minimum annual equity comp at target: $1,800,000 (A&R) ; proxy also notes LTI target increased to $1,800,000 effective 2025 . |
Performance Compensation
Annual Bonus Plan – Structure, Targets, and Outcome (2024)
| Metric/Term | Weight | 2024 Targets | Actual/Outcome |
|---|---|---|---|
| SP NOI Growth | 37.5% | Threshold 2.75%; Target 3.25%; Max 4.00% | Noted as part of combined outcome; individual goals achieved at maximum . |
| Nareit FFO per share | 37.5% | Threshold $2.06; Target $2.09; Max $2.12; adjustments allowed but not used as max achieved notwithstanding items | Contributed to payout; adjustments not applied . |
| Individual Goals (incl. ESG) | 25% (20% ESG within individual goals) | Qualitative | Achieved at maximum across NEOs . |
| Target Bonus Potential ($) | — | $650,000 (100% of $650k base at 12/31/24; prorated for actual payout) | — |
| Actual Annual Bonus ($) | — | — | $953,938 (Combined Achievement Factor 1.47x; prorated) . |
| Special Cash (separate) | — | — | $200,000 (additional duties during CEO leave) . |
Long-Term Equity – 2024 Grants and Design
| Award Type | Grant Date | Target/Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| PRSUs (relative TSR) | 01/31/2024 | 46,791 target | 1,143,572 | 3-year TSR vs FTSE Nareit Equity Shopping Centers; 0–200% payout; if absolute TSR negative, capped at target; earned PRSUs: 50% vest at measurement, then 25% on each of next two January 1s . |
| Service RSUs | 01/31/2024 | 31,194 | 699,993 | 33% on Jan 1, 2025; 33% on Jan 1, 2026; 33% on Jan 1, 2027 . |
| Outperformance RSU Modifier (to Service RSUs) | 2024–2026 | Up to +1.00x service RSUs if PRSUs >= target; else cap 1.00x; assessed on 3-year SP NOI and Nareit FFO growth | Included in fair value methodology | If earned, 50% vests at measurement, then 25% on Jan 1 of each of next two years . |
Realized/Vested in 2024 (shares and value)
| Award (Finnegan) | Shares Vested | Vest Date | Value on Vest ($) |
|---|---|---|---|
| RSU 1 (2021 Service RSUs) | 9,358 | 1/1/2024 | 217,761 |
| RSU 2 (2022 Service RSUs) | 6,898 | 1/1/2024 | 160,516 |
| RSU 3 (2023 Service RSUs) | 7,326 | 1/1/2024 | 170,476 |
| RSU 4 (2019–2021 PRSUs) | 17,162 | 1/1/2024 | 399,360 |
| RSU 5 (2020–2022 PRSUs) | 15,274 | 1/1/2024 | 355,426 |
| RSU 6 (2020–2022 OPRSUs) | 1,273 | 1/1/2024 | 29,623 |
| RSU 7 (2021–2023 PRSUs) | 26,066 | 1/31/2024 | 584,921 |
| RSU 8 (2021–2023 OPRSUs) | 28,072 | 1/31/2024 | 629,936 |
2022 PRSUs paid at 133.3% (58.3rd percentile TSR); earned PRSUs vest 50% on Feb 5, 2025, then 25% on Jan 1, 2026 and Jan 1, 2027. 2022 OPRSUs: SP NOI metric earned at maximum; FFO growth earned 0% .
Company does not grant options; no outstanding options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 245,749 common shares (as of Feb 14, 2025); <1% of outstanding (306,040,394) . |
| Stock Ownership Guidelines | President multiple: 4x base salary; company states all NEOs are in compliance . |
| Hedging/Pledging | Prohibited for executive officers and directors (policy under insider trading code) . |
| Outstanding Unvested (Service RSUs) | 6,898 ($192,040); 14,652 ($407,912); 31,194 ($868,441); 15,274 ($425,228); 1,273 ($35,440); 26,066 ($725,677); 28,076 ($781,636) — counts and market values at 12/31/2024, by award line item . |
| Outstanding Unearned (Performance Awards) | 41,373 ($1,151,824); 20,692 ($576,065); 65,934 ($1,835,603); 10,987 ($305,878); 93,582 ($2,605,323); 15,595 ($434,165) — performance-contingent PRSUs/OPRSUs at 12/31/2024, by award line item . |
| Dividend Equivalents | Paid currently on unvested Service RSUs; accrue and paid only on fully vested PRSUs; on OPRSUs only after fully vested . |
Vesting cadence likely creates periodic supply from 2025–2027 (e.g., 2024 Service RSUs vest 33% annually on Jan 1, 2025–2027; 2022 PRSUs/OPRSUs and 2021–2023 PRSUs/OPRSUs have staggered vesting on Feb 5, 2025 and Jan 1, 2026–2027) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated in July 2024 upon promotion; term to July 24, 2027 . |
| Base Salary (min) | $650,000 . |
| Annual Bonus Range | 75% threshold; 100% target; 150% max of base salary . |
| Minimum Annual Equity (Target) | ≥$1,800,000 commencing with 2025 awards (excluding outperformance modifier) . |
| Severance – Cash | On “Qualifying Termination” (no CIC): prorated target bonus for year plus 200% of base salary, plus the sum of annual bonuses payable (if any) for the two prior fiscal years; no cash severance for CIC-only . |
| Health Benefits | COBRA continuation estimated at 12 months for Finnegan (illustrative amounts in table) . |
| Equity on Termination/CIC | Service RSUs fully vest on qualifying termination; PRSUs/OPRSUs for 2022–2024 cycles earned based on actual performance through termination/CIC; proration applies for qualifying termination (but not CIC) as specified; detailed values in table reflect measurements through 12/31/2024 . |
| Restrictive Covenants | Confidentiality (indefinite); non-compete and non-solicit during employment and for one or two years post specified terminations; constructive termination includes non-renewal for Finnegan . |
Potential Payments (as of 12/31/2024 illustration)
| Scenario | Cash Incentive ($) | Health ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination, no CIC | 3,661,918 | 32,199 | 7,604,837 | 11,298,954 |
| Qualifying Termination, with CIC | 3,661,918 | 32,199 | 10,345,233 | 14,039,350 |
| CIC without Termination | — | — | 10,345,233 | 10,345,233 |
| Death or Disability | 650,000 | — | 7,604,837 | 8,254,837 |
Compensation Structure Analysis
- Mix and shift: Finnegan’s pay remains highly at-risk and equity-heavy; 2024 featured PRSUs (TSR) at 60% of LTI and Service RSUs with outperformance modifier at 40%; the company does not use options and reports no outstanding options, lowering leverage but increasing alignment via full-value shares .
- Upward adjustments on promotion: Base salary raised to $650k (effective Jul 24, 2024) and 2025 LTI minimum set to $1.8M at target, suggesting increased retention emphasis post-promotion .
- Annual bonus rigor: Corporate metrics (SP NOI growth, Nareit FFO/share) and ESG-embedded individual goals produced a 1.47x outcome for Finnegan for 2024; adjustments to FFO targets were permitted but not used as maximum performance was achieved without exclusions .
- Multi-year performance: 2022 PRSUs earned at 133.3% (TSR 58.3rd percentile), while 2022 OPRSUs showed mixed results (SP NOI max; FFO below threshold), evidencing balanced calibration against operating and per-share outcomes .
Compensation Peer Group (Benchmarking)
| Approach | Key Details |
|---|---|
| Survey-based benchmarking | Uses Ferguson Partners (117 U.S. equity REITs) with two peer sets: retail REITs and size cohort $7.5B–$20B market cap; examples include Federal Realty, Kimco, Kite Realty, Regency, Camden, CubeSmart, NNN REIT, W.P. Carey. No fixed designated peer group; data informs but does not mechanically set pay . |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support |
|---|---|
| 2024 | 96.6% |
| 2023 | 96.5% |
| 2022 | 97.3% |
| 2021 | 97.6% |
Risk Indicators & Policies
- Clawback: Enhanced policy beyond NYSE/SEC; restatement-based recovery and discretionary recoupment for fraud/intentional misconduct or materially misstated non-GAAP; up to 100% recovery of incentive comp in misconduct year .
- Hedging/Pledging: Prohibited for executive officers and directors; insider trading policy on file as 10-K exhibit .
- No single-trigger cash severance on CIC; no excise tax gross-ups; options/SARs not used; no “timing” of grants around MNPI .
Performance & Track Record
| Indicator | 2024 Company Data (Proxy PVP) |
|---|---|
| Company TSR (Value of $100) | $161.90 |
| Peer Group TSR (Value of $100) | $136.97 |
| Nareit FFO per diluted share | $2.13 |
| GAAP Net Income ($) | $339,274 (as reported in table) |
Annual bonus metrics and multi-year equity outcomes indicate solid alignment to operating (SP NOI), per-share outcomes (Nareit FFO), and market-based TSR; 2024 individual goals were achieved at maximum across NEOs .
Investment Implications
- Alignment: High proportion of at-risk, multi-year equity (PRSUs with relative TSR; RSUs with outperformance tied to SP NOI and FFO growth) and strict hedging/pledging prohibitions support shareholder alignment; ownership guidelines require 4x salary and management discloses compliance .
- Retention vs. Selling Pressure: Significant unvested/unearned equity and scheduled vesting through 2027 (e.g., 2024 Service RSUs vest 2025–2027; 2022/2023 cycles vest into 2026–2027) promote retention but can create periodic supply as awards vest; no options outstanding moderates incremental leverage/supply from exercises .
- Change-in-Control Economics: Double-trigger structure with meaningful equity acceleration and illustrative totals of $14.0M (CIC+termination) and $11.3M (qualifying termination, no CIC) for Finnegan frame potential M&A cost; no cash severance on CIC-only .
- Pay-for-Performance: 2024 bonus paid at 1.47x target, with explicit thresholds/targets for SP NOI and Nareit FFO, and 2022 PRSUs/OPRSUs outcomes mixed but largely favorable (TSR > target; SP NOI > max; FFO growth < threshold), indicating rigor and balanced calibration .
- Governance Signals: Strong say-on-pay support (96.6% in 2024) and robust clawback increase confidence in compensation governance, mitigating risk of shareholder backlash on pay .