James M. Taylor Jr.
About James M. Taylor Jr.
James M. Taylor Jr. is Chief Executive Officer of Brixmor Property Group (BRX) and a director since 2016; he is age 57 and holds a B.S. and J.D. from the University of Virginia . He previously served as EVP–CFO & Treasurer of Federal Realty Investment Trust (2012–2016) and as Senior Managing Director and head of real estate investment banking at Eastdil Secured/Wells Fargo (1998–2012) . Under BRX’s pay-versus-performance disclosure, a $100 investment in BRX grew to $161.90 by year-end 2024, while Nareit FFO per diluted share was $2.13 in 2024 (company-reported measure) . His 2021 employment renewal increased his minimum base salary to $1,000,000, raised his annual bonus opportunity to 131.25%/175%/225% of salary at threshold/target/maximum, and set minimum annual equity compensation at not less than $4,000,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Realty Investment Trust | EVP – CFO & Treasurer; member of executive and investment committees | 2012–2016 | Led capital markets, financial reporting, IR/communications and East Coast business development; operational oversight of Southeast portfolio . |
| Eastdil Secured / Wells Fargo | Senior Managing Director; Head of RE investment banking | 1998–2012 | Completed >$100B of public debt/equity, M&A, asset/portfolio sales, private placements, financings for RE clients . |
| Hunton & Williams | Corporate & securities attorney (REIT focus) | 1994–1998 | Advised equity REITs on corporate/securities matters . |
| Price Waterhouse | Senior accountant | 1988–1991 | Foundational accounting experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| International Council of Shopping Centers (ICSC) | Chairman | 2024 | Industry leadership . |
| National Association of Real Estate Investment Trusts (Nareit) | Executive Board member | n/a | Industry policy/advocacy . |
| Urban Land Institute (ULI) | Member | n/a | Industry best practices/community . |
Fixed Compensation
- 2021 employment renewal set minimum base salary at $1,000,000 and raised bonus ranges to 131.25% (threshold), 175% (target), and 225% (maximum) of base salary; minimum annual equity from 2021 increased to $4,000,000 .
- 2024 annual cash incentive opportunity (plan-based): threshold $1,443,750; target $1,925,000; maximum $2,475,000 .
- Historical cash bonuses (Non-Equity Incentive Plan Compensation): 2018 $1,220,425; 2019 $1,752,666; 2020 $1,166,683 .
- Perquisites/other compensation examples (insurance and 401(k) matching): $31,495 in 2019 ; $31,642 in 2020 .
| Metric | 2018 | 2019 | 2020 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 1,220,425 | 1,752,666 | 1,166,683 |
| All Other Compensation ($) | 30,290 | 31,495 | 31,642 |
Performance Compensation
LTI Program Design and Weighting
- 60% PRSUs (three-year performance) tied to relative TSR vs. the FTSE Nareit Equity Shopping Centers Index; payout range 0%–200% of target; if absolute TSR is negative, payout capped at target .
- 40% service RSUs with an outperformance modifier (OPRSUs) based on three-year Same Property NOI growth and Nareit FFO per share growth hurdles; OPRSUs can increase RSU awards (0.00x to 2.00x historically), with 2024 awards capping the OPRSU factor at 1.00x if PRSUs earned below target .
- Vesting: Earned PRSUs/OPRSUs typically vest 50% at measurement and 25% on each of the next two January 1s; service RSUs vest in three equal annual installments .
Key Actual Outcomes
- 2020 PRSUs (2020–2022): Relative TSR percentile 91.1%; payout 200%; 50% vested in Feb 2023, 25% Jan 2024, 25% Jan 2025 .
- 2021 PRSUs (2021–2023): Relative TSR percentile 55.9%; payout 123.8%; 50% vested Jan 31, 2024; 25% vest Jan 1, 2025; 25% Jan 1, 2026 .
- 2020 OPRSUs (2020–2022): SP NOI growth earned at threshold; FFO/share metric not achieved; no OPRSUs granted on FFO metric .
- 2021 OPRSUs (2021–2023): Both SP NOI growth and Nareit FFO/share growth earned above maximum; OPRSUs earned at maximum; vesting mirrors PRSUs .
Detailed metric snapshot
| Award/Period | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2020 PRSUs (2020–2022) | Relative TSR vs. FTSE Nareit Equity Shopping Centers | 50th percentile | 91.1 percentile | 200% | 50% (Feb 2023), 25% (Jan 2024), 25% (Jan 2025) |
| 2021 PRSUs (2021–2023) | Relative TSR vs. FTSE Nareit Equity Shopping Centers | 50th percentile | 55.9 percentile | 123.8% | 50% (Jan 31, 2024), 25% (Jan 1, 2025), 25% (Jan 1, 2026) |
| 2020 OPRSUs (2020–2022) | SP NOI growth; Nareit FFO/share growth | Not probable at grant | SP NOI: threshold; FFO/share: below threshold | Threshold (SP NOI); 0% (FFO/share) | On earn date (same cadence as PRSUs) |
| 2021 OPRSUs (2021–2023) | SP NOI growth; Nareit FFO/share growth | Not disclosed | Above maximum (both metrics) | Maximum | 50% (Jan 31, 2024), 25% (Jan 1, 2025), 25% (Jan 1, 2026) |
Equity Ownership & Alignment
Outstanding equity awards at 2024 year-end (time-based and performance-based):
| Category | Shares/Units (#) | Market Value ($) |
|---|---|---|
| Time-based RSUs not vested (selected tranches) | 21,223 | 590,848 |
| Time-based RSUs not vested | 45,084 | 1,255,139 |
| Time-based RSUs not vested | 71,302 | 1,985,048 |
| Time-based RSUs not vested | 45,824 | 1,275,740 |
| Time-based RSUs not vested | 3,819 | 106,321 |
| Time-based RSUs not vested | 103,728 | 2,887,788 |
| Time-based RSUs not vested | 111,720 | 3,110,285 |
| Unearned PRSUs (equity incentive plan) | 127,304 | 3,544,143 |
| Unearned PRSUs | 63,668 | 1,772,517 |
| Unearned PRSUs | 202,872 | 5,647,956 |
| Unearned PRSUs | 33,811 | 941,298 |
| Unearned PRSUs | 213,902 | 5,955,032 |
| Unearned PRSUs | 35,648 | 992,440 |
Notes
- Dividend equivalents: accrue/pay on PRSUs only when earned and vested; service RSUs receive current dividends .
- Change-in-control/termination: PRSUs/OPRSUs pro-rated and determined based on actual performance through event; unvested service RSUs vest upon qualifying termination; detailed rules in award agreements .
Employment Terms
- February 2021 employment agreement renewal (five years): minimum base salary $1,000,000; increased incentive payout curves to 131.25%/175%/225% of salary at threshold/target/maximum; minimum annual equity raised to not less than $4,000,000 .
Termination and Change-of-Control Economics
Potential payments (as of the dates shown), James M. Taylor Jr.:
| Scenario | Cash Incentive ($) | Health Cont. ($) | Accelerated Equity ($) | Total ($) | As-of |
|---|---|---|---|---|---|
| Qualifying Termination, no CIC | 9,336,560 | 44,544 | 20,728,055 | 30,109,159 | 12/31/2023 |
| Qualifying Termination, CIC | 9,336,560 | 44,544 | 24,184,674 | 33,565,778 | 12/31/2023 |
| CIC without Termination | — | — | 24,184,674 | 24,184,674 | 12/31/2023 |
| Death/Disability | 1,925,000 | — | 20,728,055 | 22,653,055 | 12/31/2023 |
| Qual. Termination, no CIC | 8,060,989 | 43,093 | 20,882,113 | 28,986,195 | 12/31/2022 |
| Qual. Termination, CIC | 8,060,989 | 43,093 | 26,547,431 | 34,651,513 | 12/31/2022 |
| CIC without Termination | — | — | 26,547,431 | 26,547,431 | 12/31/2022 |
| Death/Disability | 1,925,000 | — | 20,882,113 | 22,807,113 | 12/31/2022 |
| Qual. Termination, no CIC | 7,169,349 | 38,538 | 20,361,159 | 27,569,046 | 12/31/2021 |
| Qual. Termination, CIC | 7,169,349 | 38,538 | 29,957,450 | 37,165,337 | 12/31/2021 |
| CIC without Termination | — | — | 29,957,450 | 29,957,450 | 12/31/2021 |
| Death/Disability | 1,750,000 | — | 20,361,159 | 22,111,159 | 12/31/2021 |
Board Governance and Director Service
- Taylor has served as a BRX director since 2016 .
- The Board is led by an independent Chair, Sheryl M. Crosland (Audit Committee); Taylor is CEO and director but not Board Chair, mitigating CEO/Chair dual-role concerns .
- Committee memberships shown for other directors; none indicated for Taylor (typical for management directors) .
Performance & Track Record
BRX pay-versus-performance summary (select items):
| Year | Value of $100 Investment – BRX TSR ($) |
|---|---|
| 2020 | 80.45 |
| 2021 | 128.91 |
| 2022 | 120.07 |
| 2023 | 129.33 |
| 2024 | 161.90 |
Additional pay-versus-performance data (company-reported): Nareit FFO per diluted share $2.13 in 2024 .
Compensation Structure Analysis
- Increased at-risk pay and multi-year performance linkage: 60% PRSUs keyed to relative TSR; outcomes ranged from 123.8% for 2021 PRSUs to 200% for 2020 PRSUs, evidencing formulaic pay-for-performance .
- Operational and financial rigor: OPRSUs benchmark multi-year SP NOI and Nareit FFO/share growth; 2021 OPRSUs earned at maximum on both metrics, while 2020 OPRSUs paid only at threshold on SP NOI and 0% on FFO/share, demonstrating performance discrimination .
- 2024 design safeguard: OPRSU cap at 1.00x if PRSU outcome is below target, aligning outperformance credits with shareholder outcomes .
Employment Terms & Policies
- Employment agreement (2021) embeds higher bonus leverage (up to 225% of salary) and larger minimum equity grants to reinforce performance orientation .
- Award agreements specify pro-rata/actual-performance determinations upon qualifying termination or change in control and immediate vesting of service RSUs upon qualifying termination; dividend treatment aligns with earned outcomes .
Investment Implications
- Incentive alignment: High weighting to three-year relative TSR and explicit SP NOI/FFO/share growth hurdles should align management incentives with shareholder value creation through cycle .
- Payout discipline: Mixed OPRSU outcomes (2020 vs. 2021) indicate the plan withholds awards when growth targets are not met and pays up only for outperformance, limiting windfalls .
- Retention and overhang: Substantial unvested time-based RSUs and multi-year PRSUs provide retention but also represent supply that will settle over the next 1–2 years; vesting cadence is 50/25/25 post-measurement .
- Change-in-control sensitivity: CIC scenarios reflect material equity acceleration; however, amounts are formula-driven and disclosed, enabling investors to assess potential transaction costs .