Steven F. Siegel
About Steven F. Siegel
Steven F. Siegel (age 64) is Executive Vice President, General Counsel and Secretary of Brixmor Property Group Inc., a role he has held since April 2007; he joined Brixmor from New Plan Excel Realty Trust, where he served as General Counsel beginning in 1991 and later as EVP (2002–2007) and SVP (1998–2002). He holds a B.S. and J.D. from St. John’s University . Company performance metrics tied to executive pay emphasize SP NOI growth, Nareit FFO per share (annual bonus), and relative TSR (PRSUs); 2022 PRSUs paid out at 133.3% based on a 58.3rd percentile three‑year TSR vs the FTSE Nareit Equity Shopping Centers Index, evidencing relative outperformance over that period . In 2024, Brixmor highlighted strong operating execution and balance sheet progress (debt/EBITDA 5.7x; Moody’s upgrade) and management cited outperformance in sector TSR, which fed through to above‑target annual bonus outcomes for NEOs, including Mr. Siegel .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brixmor Property Group Inc. | EVP, General Counsel & Secretary | Apr 2007–present | Directed execution/diligence for capital recycling, lease/documentation oversight; in 2024 achieved green lease provisions in 90%+ of new leases and reduced lease execution time by 15% |
| New Plan Excel Realty Trust, Inc. | EVP | Mar 2002–Apr 2007 | Not disclosed |
| New Plan Excel Realty Trust, Inc. | SVP | Sep 1998–Mar 2002 | Not disclosed |
| New Plan Excel Realty Trust, Inc. | General Counsel | 1991–2007 | Not disclosed |
External Roles
- None disclosed for Mr. Siegel in the latest proxy .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $500,000 | $550,000 |
| Target Annual Bonus (% of base) | 100% | 100% (structure unchanged) |
| Threshold / Max Bonus (% of base) | 75% / 125% | 75% / 125% (structure unchanged) |
| Actual Annual Bonus Paid ($) | $622,432 | — |
| All Other Compensation ($) | $30,433 (Insurance $18,358; 401k match $12,075) | — |
Notes:
- Mr. Siegel’s employment agreement minimum bonus opportunity differs (48.75%/65%/85%) but actual program ranges at year‑end 2024 were 75%/100%/125% of base salary .
Performance Compensation
2024 Annual Bonus Plan
| Component | Weight | Threshold | Target | Maximum | 2024 Achievement |
|---|---|---|---|---|---|
| SP NOI Growth | 37.5% | 2.75% | 3.25% | 4.00% | Not disclosed (contributed to above‑target payout) |
| Nareit FFO per Share | 37.5% | $2.06 | $2.09 | $2.12 | Maximum achieved; no adjustments needed |
| Individual Goals (incl. ESG goals) | 25% | — | — | — | Maximum achieved |
| Combined Achievement Factor (x Target) | — | — | — | — | 1.24x (Siegel) |
Mr. Siegel’s 2024 individual accomplishments included: directing execution of ~1,200 new/renewal lease agreements (5.4M sq ft), reducing lease execution time by 15%, supporting capital recycling diligence, and achieving green lease provisions in 90%+ of new leases .
Long-Term Equity (structure and 2024 grants)
| Award Type | 2024 Target Units | Performance Measure | Payout Range | Vesting |
|---|---|---|---|---|
| PRSUs | 24,063 | 3‑yr relative TSR vs FTSE Nareit Equity Shopping Centers Index | 0%–200% of target; capped at 100% if absolute TSR negative | If earned: 50% at measurement, 25% on next two Jan 1’s |
| Service RSUs | 16,043 | Service-based | N/A | 3 equal annual tranches beginning Jan 1, 2025 |
| Outperformance RSUs (modifier on Service RSUs) | Up to 32,086 additional units at max (total service+OPRSUs up to 48,129) | 3‑yr SP NOI growth and Nareit FFO/share growth hurdles; from 2024 awards, capped at 1.0x if PRSUs < target | 0.00x–2.00x Service RSUs (subject to 2024 cap) | If earned/granted: 50% at measurement, 25% on next two Jan 1’s |
Realized Performance: Prior-Cycle Determinations
| Cycle | Metric | Result | Payout | Vesting |
|---|---|---|---|---|
| 2022 PRSUs (Performance Period: 1/1/2022–12/31/2024) | Relative TSR percentile | 58.3% | 133.3% of target | 50% on Feb 5, 2025; 25% on Jan 1, 2026; 25% on Jan 1, 2027 |
| 2022 Outperformance RSUs | 3‑yr SP NOI growth | 5.16% CAGR (above max 4.5%) | Earned at maximum on SP NOI metric; zero on FFO/share metric | 50% on Feb 5, 2025; 25% on Jan 1, 2026; 25% on Jan 1, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 352,657 shares; <1% of outstanding (306,040,394 shares as of Feb 14, 2025) |
| Unvested/Earned but Unvested Units (12/31/2024) | 93,769 total, incl. Service RSUs (201/2022/2023/2024 cycles) and earned RSUs/OPRSUs from prior performance cycles (see notes) |
| Unearned PRSUs/OPRSUs Outstanding (12/31/2024) | 152,364 total unearned units (PRSUs and OPRSUs from 2022–2024 grant cycles) |
| Stock Ownership Guidelines | NEOs: 3x base salary; all NEOs currently in compliance |
| Hedging/Pledging | Executives and directors are prohibited from pledging or hedging Company securities |
| Dividends on Awards | Dividend equivalents: currently paid on unvested Service RSUs; accrued and paid when PRSUs vest; paid on OPRSUs after fully vested |
Notes on unit detail (as of 12/31/24): Service RSUs not yet vested include 4,776 (2022), 10,144 (2023), 16,043 (2024). Earned but unvested from prior performance cycles include 13,366 (RSUs) and 1,114 (OPRSUs) from the 2020–2022 cycle; and 23,266 (RSUs) and 25,060 (OPRSUs) from the 2021–2023 cycle. Unearned balances include 28,640 (PRSUs) and 14,326 (OPRSUs) for the 2022–2024 cycle; plus 45,644 (PRSUs) and 7,608 (OPRSUs) for 2023–2025; and 48,126 (PRSUs) and 8,020 (OPRSUs) for 2024–2026, subject to actual performance/committee certification and proration rules .
Employment Terms
| Provision | Terms for Mr. Siegel |
|---|---|
| Position/Agreement Term | EVP, General Counsel & Secretary; agreement auto‑renews for 1‑year periods unless either party elects non‑renewal |
| Minimum Base / Bonus in Agreement | Minimum base salary $421,199; minimum bonus opportunity 48.75%/65%/85% of base (threshold/target/max). Actual annual program ranges at YE 2024 were 75%/100%/125% |
| Non‑Compete/Non‑Solicit | Applies during employment and for one or two years post‑termination depending on circumstances; includes confidentiality covenant |
| Severance – Qualifying Termination (no CIC) | Cash equal to prorated target bonus for year of termination plus: 200% of base salary + sum of annual bonuses paid for the prior two fiscal years; 12 months’ COBRA continuation; equity per plan rules (proration of in‑flight performance awards) |
| Severance – CIC | No cash severance for CIC without termination (double‑trigger cash). Upon qualifying termination in connection with CIC: same cash formula as above; equity treatment per plan (no proration of in‑flight performance awards for CIC) |
| Illustrative Severance Values (as of 12/31/2024) | Qualifying termination, no CIC: Cash $2,663,689; Health $25,665; Accelerated equity $5,315,943; Total $8,005,297. Qualifying termination, with CIC: Cash $2,663,689; Health $25,655; Accelerated equity $6,852,343; Total $9,541,687. CIC without termination: $6,852,343 equity acceleration only |
| Clawback Policy | NYSE/SEC‑compliant restatement clawback; broader discretionary recoupment for fraud/intentional misconduct and for materially misstated non‑GAAP metrics |
| Tax Gross‑Ups | None; the Company does not provide excise tax gross‑ups |
Vesting Cadence and Upcoming Events (Insider Activity Watch)
- Service RSUs
- 2022 grant: vests 100% on Jan 1, 2025
- 2023 grant: vests 50% on Jan 1, 2025; 50% on Jan 1, 2026
- 2024 grant: vests 33% on Jan 1, 2025; 33% on Jan 1, 2026; 33% on Jan 1, 2027
- Performance Awards
- 2022 PRSUs/OPRSUs (earned): 50% vests Feb 5, 2025; 25% on Jan 1, 2026; 25% on Jan 1, 2027
- 2023 PRSUs/OPRSUs (earned): 50% vests Jan 1, 2025; 50% on Jan 1, 2026
- 2024 PRSUs/OPRSUs: eligibility based on 2024–2026 performance; vest if/when earned as 50% at measurement and 25% on each of the next two Jan 1’s; 2024 OPRSUs subject to cap if PRSUs < target
These early‑January and early‑February vesting dates typically coincide with Form 4 activity (share deliveries and tax withholdings). Monitor these windows for potential insider transactions related to vesting/withholding, noting the Company’s prohibition on pledging/hedging and robust ownership guidelines .
Performance & Track Record (selected 2024 items relevant to legal/GC scope)
- Executed ~1,200 new/renewal lease agreements (5.4M sq ft); reduced lease execution timeframe by 15% .
- Achieved green lease provisions in >90% of new leases executed in 2024 .
- Oversaw diligence/documentation for capital recycling, reinvestment projects, and capital markets transactions; supported governance practices recognized by third parties .
Governance, Pay Practices, and Shareholder Feedback
- Compensation design emphasizes pay for performance (SP NOI, Nareit FFO/share, relative TSR), ESG goals in individual scorecards, strict clawback, and stock ownership guidelines .
- Independent consultant (Pay Governance); benchmarking via Ferguson Partners Nareit survey rather than a fixed peer group; reviews across retail REITs and size cohort $7.5B–$20B .
- Say‑on‑Pay approval: 96.6% (2024); 96.5% (2023); 97.3% (2022); 97.6% (2021) .
Investment Implications
- High alignment/leverage to performance: Mr. Siegel’s incentive mix ties directly to SP NOI, Nareit FFO/share, and three‑year relative TSR; 2024 FFO/share reached maximum under the plan and 2022 PRSUs paid >100%, reinforcing linkage to operational and market outperformance .
- Retention risk appears contained near term: substantial multi‑year unvested and unearned equity with vesting through 2027, plus severance protections with double‑trigger cash under CIC and strong non‑compete/non‑solicit covenants .
- Selling pressure watch: sizeable vesting events cluster in early January and early February each year (service/PRSUs/OPRSUs), often accompanied by Form 4 share withholding for taxes; monitor those windows for transaction flow rather than discretionary selling .
- Governance quality: prohibitions on pledging/hedging, robust clawback, and strong Say‑on‑Pay results support investor confidence in pay‑for‑performance and alignment .