Mark T. Horgan
About Mark T. Horgan
Executive Vice President, Chief Investment Officer of Brixmor Property Group since May 2016; age 49; B.S. in Business Administration from SUNY Buffalo. Prior roles include Managing Director at Eastdil Secured (2007–May 2016) and positions at Federal Realty Investment Trust and The Mills Corporation . Company TSR for 2019–2024 implies $100 grew to $161.90 vs $136.97 for the FTSE Nareit Equity Shopping Centers Index, indicating multi-year outperformance during his tenure influencing capital allocation . The company’s pay-for-performance framework ties annual bonuses to SP NOI growth and Nareit FFO/share and long-term PRSUs to relative TSR, aligning incentives with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eastdil Secured | Managing Director; senior retail team | 2007–May 2016 | Advised retail REITs on underwriting, investor sourcing, and capital markets transactions |
| Federal Realty Investment Trust | Investment/operating roles | Not disclosed | Company-side retail REIT experience used in acquisitions/capital allocation |
| The Mills Corporation | Investment/operating roles | Not disclosed | Property and capital markets experience in retail real estate |
Fixed Compensation
| Item | 2024 | 2025 (set in 2025 actions) |
|---|---|---|
| Base salary | $600,000 | $625,000 |
| Annual bonus range (% of salary) | 75% threshold; 100% target; 150% max | 75% threshold; 100% target; 150% max |
| Actual 2024 annual bonus | $896,918 (1.49x target) | — |
| Special cash payment (2024) | $100,000 for additional services during CEO medical leave | — |
Performance Compensation
- Annual bonus structure (2024): 75% based on Company financial metrics (SP NOI growth and Nareit FFO/share, equally weighted at 37.5% each), 25% on individual goals (20% of which are ESG-focused at plan design) .
- 2024 bonus goalposts:
- SP NOI growth thresholds: 2.75% (threshold), 3.25% (target), 4.00% (max)
- Nareit FFO per share thresholds: $2.06/$2.09/$2.12; maximum was achieved (no adjustments applied)
| Metric (2024) | Weight | Target | Actual/performance outcome | Payout component |
|---|---|---|---|---|
| SP NOI growth | 37.5% | 3.25% | Not separately disclosed | Included in 1.49x total |
| Nareit FFO/share | 37.5% | $2.09 | Max achieved | Included in 1.49x total |
| Individual (incl. ESG subset) | 25.0% | Qualitative | Achieved maximum | Included in 1.49x total |
| Combined | 100% | — | — | 1.49x; $896,918 payout |
- Long-term incentives (2024 grants):
- 60% PRSUs tied to 3-year relative TSR vs FTSE Nareit Equity Shopping Centers Index; earnout 0–200%; negative absolute TSR caps at 100%; vesting: 50% at measurement, then 25%/25% on Jan 1 of next two years .
- 40% Service RSUs vest 1/3 annually beginning Jan 1 of the succeeding year; include “Outperformance RSU” modifier (0–2.0x Service RSUs) based on 3-year SP NOI and Nareit FFO/share growth; from 2024 awards, OPRSUs capped at 1.0x if PRSUs < target; earned OPRSUs vest 50% at measurement, then 25%/25% .
| 2024 Equity Award | Grant date | Target units | Vesting |
|---|---|---|---|
| PRSUs | Jan 31, 2024 | 34,759 | 3-year performance; 50%/25%/25% (post-measurement/Jan 1) |
| Service RSUs | Jan 31, 2024 | 23,173 | 1/3 each Jan 1 of 2025, 2026, 2027 |
| 2024 Stock awards grant-date fair value | — | $1,369,512 (aggregate) | — |
- Earnout results on prior cycles:
- 2022 PRSUs (2022–2024): Percentile 58.3%; 133.3% payout; vesting 50% on Feb 5, 2025; 25% on Jan 1, 2026/2027 .
- 2022 OPRSUs (2022–2024): SP NOI 3-yr CAGR 5.16% (max earned); FFO/share growth below threshold (no earnout for that metric); vesting 50% on Feb 5, 2025; 25% on Jan 1, 2026/2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 347,857 BRX shares; <1% of outstanding |
| Shares outstanding (reference) | 306,040,394 (as of Feb 14, 2025) |
| Ownership as % outstanding (approx.) | ~0.11% (347,857 ÷ 306,040,394) |
| Stock ownership guidelines | “Other NEOs”: 3x base salary; new officers have 5 years to comply; all NEOs currently in compliance |
| Hedging/pledging | Executive officers and directors prohibited from hedging or pledging Company securities |
| Options | Company does not currently grant options/SARs |
Outstanding equity and forward vesting (as of 12/31/2024)
- Service RSUs: 23,173 granted in 2024; 33% vested 1/1/2025; remaining 33% on 1/1/2026 and 33% on 1/1/2027 .
- Earned PRSUs (prior cycles) scheduled: 27,896 (2021–2023 cycle) with 50% vested 1/1/2025; remaining 50% on 1/1/2026 .
- Earned OPRSUs (prior cycles) scheduled: 30,048 (2021–2023 cycle) with 50% vested 1/1/2025; remaining 50% on 1/1/2026 .
- 2022–2024 PRSUs earned between target and above target: 41,373; 50% vested 2/5/2025; 25% on 1/1/2026; 25% on 1/1/2027 .
- 2022–2024 OPRSUs earned at target: 20,692; 50% vested 2/5/2025; 25% on 1/1/2026; 25% on 1/1/2027 .
- In-flight PRSUs/OPRSUs (performance through 2025/2026 indicative): PRSUs for 2023–2025 shown at “maximum” tracking; OPRSUs for 2023–2025 shown at “threshold” tracking; PRSUs for 2024–2026 shown at “maximum” tracking; OPRSUs for 2024–2026 shown at “threshold” tracking (all subject to final committee determination and vesting schedule 50% post-measurement; 25%/25%) .
Employment Terms
| Term | Key provisions |
|---|---|
| Role/term | EVP, Chief Investment Officer; agreement amended Feb 2025; term to March 19, 2028 (proxy narrative also references extension from May 20, 2025 to May 19, 2028) |
| Minimum base and targets | Minimum base $625,000; bonus 75%/100%/150% (T/MX); minimum annual equity at target $1,500,000 (excl. outperformance) |
| Severance (Qualifying Termination) | Cash: prorated target bonus for year of termination + 200% of base salary + sum of prior two years’ bonuses; COBRA: 18 months; equity: full vest of Service RSUs; PRSUs/OPRSUs prorated/actual through termination; dividend equivalents on PRSUs also paid (per plan) |
| Change-in-control (CIC) | No cash severance absent termination; equity: acceleration mechanics with PRSUs/OPRSUs based on actual performance through CIC; Service RSUs reflected as accelerated in “CIC without Termination” values in proxy table |
| Triggers | “Qualifying Termination” includes involuntary without cause or resignation for “good reason/constructive termination” as defined; “Qualifying Retirement” criteria defined (rule of 65; age ≥55; ≥5 years service) |
| Restrictive covenants | Confidentiality (indefinite), non-compete and non-solicit during employment and for one or two years after specified terminations (other than for cause) |
| Clawback | NYSE/SEC compliant no-fault clawback for restatements; discretionary recoupment for misconduct; includes non-GAAP misstatements |
| Hedging/pledging | Prohibited for executives and directors |
| Tax gross-ups | Company policy: no excise tax gross-ups; no single-trigger cash severance |
Compensation Structure Notes
- Benchmarking: Uses Ferguson Partners REIT survey data (retail REITs and size-based $7.5–$20B) rather than a fixed peer group; compensation decisions also reflect individual performance and role scope .
- Governance: Compensation Committee (Chair Rahm; members Dickson, Hurwitz) engages independent consultant Pay Governance; updated clawback; strong say-on-pay support .
Say-on-Pay Results (support rate)
| Year | Approval |
|---|---|
| 2024 | 96.6% |
| 2023 | 96.5% |
| 2022 | 97.3% |
| 2021 | 97.6% |
Performance & Track Record
- 2024 accomplishments attributable to Horgan’s remit: led Investment Committee and capital allocation decisions; accelerated external growth with $293M of acquisitions and $212M of dispositions; clustered portfolio in attractive markets; integrated resiliency and community connectivity into underwriting .
- Company-wide strategic and operating outcomes underpin incentive payouts: sector outperformance in total shareholder returns (CEO objectives), record occupancy and leasing spreads, and reinvestment pipeline growth, supporting the bonus maximum on individual goals and PRSU/OPRSU outcomes noted above .
Risk Indicators & Red Flags
- Equity acceleration at CIC without termination (single-trigger for equity) may be viewed as shareholder-unfriendly by some investors (cash severance remains double-trigger) .
- Significant unvested PRSU/OPRSU and Service RSU schedules through 2027 imply periodic vesting-related sell-to-cover activity is possible; however, hedging/pledging prohibited and NEO ownership guidelines are met, mitigating misalignment risk .
- No pensions or deferred compensation; modest perquisites; updated clawback—low structural risk from ancillary pay elements .
Investment Implications
- Strong alignment: Horgan’s pay mix is heavily at-risk with clear links to SP NOI, FFO/share, and 3-year relative TSR; large ongoing PRSU/OPRSU exposure supports long-term value creation incentives .
- Retention: Contract extension to 2028 with market-typical severance and robust equity pipeline reduces near-term retention risk; stock ownership compliance and anti-pledging/hedging enhance alignment .
- Event risk: Equity accelerates on CIC even without termination, increasing M&A event cost; cash severance remains double-trigger and no tax gross-ups, moderating change-of-control cash leakage .
- Trading signals: Track scheduled vesting dates (2025–2027) across Service RSUs and earned PRSUs/OPRSUs for potential sell-to-cover flows; absent Form 4 data here, monitor SEC filings around vesting windows for actual dispositions .