Michael Berman
About Michael Berman
Michael Berman, age 67, has served as an independent director of Brixmor Property Group Inc. (BRX) since 2013. He is a seasoned real estate and finance executive, previously CFO at GGP Inc. (2011–2018) and Equity LifeStyle Properties (2003–2011), with advanced degrees including an MBA from Columbia Business School and a JD from Boston University School of Law, and a BA from Binghamton University . He is designated an audit committee financial expert and is independent under NYSE rules and Section 10A of the Exchange Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GGP Inc. | Chief Financial Officer & EVP | 2011–2018 | Led public company financial reporting and capital markets |
| Equity LifeStyle Properties (formerly Manufactured Home Communities) | Executive Vice President & Chief Financial Officer | 2003–2011 | Oversight of finance and reporting for public REIT |
| New York University Real Estate Institute | Associate Professor | 2003 | Academic contribution in real estate |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Champion Homes, Inc. (formerly Skyline Champion Corp.) | Director | Chair, Audit; Member, Governance & Nominating | Current |
| Captivision Inc. | Director | — | Prior |
| Jaguar Global Growth Corporation I | Director | — | Prior |
| Mack-Cali Realty Corporation | Director | — | Prior |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Audit Committee financial expert .
- Independence: Board determined Mr. Berman is independent under NYSE and Section 10A audit committee rules .
- Attendance and engagement: Board met 5 times in 2024; all directors attended ≥75% of Board and committee meetings and all nine attended the 2024 annual meeting .
- Board structure and practices: Independent Chair; Presiding Independent Director leads executive sessions; regular executive sessions of independent directors; continuing director education .
- Overboarding controls: Directors limited to ≤4 public boards and ≤3 audit committees; all directors are in compliance .
Fixed Compensation
Non-employee director compensation (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly |
| Audit Committee membership fee | $17,500 | Member; chair receives $35,000 |
| Nominating & Corporate Governance Committee membership fee | $12,500 | Member; chair receives $17,500 |
| Total cash fees | $90,000 | Berman’s 2024 cash total |
| Equity award (restricted stock) | $120,000 | Granted April 25, 2024; vests on 1-year anniversary |
| Options | $0 | No option awards to directors |
Performance Compensation
- Directors do not receive performance-based incentives; equity is service-based restricted stock with time-based vesting, and no options are granted to directors . The company does not currently grant stock options broadly, consistent with practice reflected in zero option awards to directors in 2024 .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | Champion Homes, Inc. (Audit Chair; Governance & Nominating member) |
| Interlocks | No reported related person transactions with directors since Jan 1, 2024; standard indemnification agreements only |
| Board limits | Complies with BRX caps (≤4 boards; ≤3 audit committees) |
Expertise & Qualifications
- Financial leadership: Former CFO of two public REITs; designated audit committee financial expert .
- Real estate and retail property expertise; risk management and ESG/corporate responsibility experience .
- Additional competencies cited by BRX: Cybersecurity/data protection; legal; investment/financial acumen .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common) | 36,068 shares; <1% of outstanding (306,040,394 shares) |
| Ownership guidelines | Independent directors must hold ≥5× cash Board fee; all directors with ≥5 years’ service are in compliance |
| Hedging/pledging | Directors are prohibited from pledging or hedging BRX stock |
Governance Assessment
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Alignment: Mix of cash and time-vested equity (Berman’s 2024: $90k cash; $120k equity) supports skin-in-the-game with ownership guidelines and prohibition on hedging/pledging—positive for investor alignment .
-
Effectiveness: Audit/NCGC memberships and audit financial expert designation strengthen oversight of reporting, risk, and governance; attendance meets Board thresholds .
-
Independence and conflicts: Board affirms independence for NYSE and audit committee service; no related person transactions reported with directors—low conflict signals .
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Workload risk: External roles limited and compliant with BRX’s board/audit committee caps—no overboarding red flag .
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RED FLAGS: None disclosed (no related-party transactions; no pledging/hedging; strong attendance; compliant board limits) .