Alan Lebovitz

About Alan Lebovitz

Alan L. Lebovitz is Executive Vice President – Management at CBL Properties. He joined CBL in 1995, was VP – Asset Management (2002–2009), SVP – Asset Management (2009–2018), and has served as EVP – Management since 2018. He holds a B.A. from Northwestern University (1990) and an MBA from Vanderbilt University; earlier, he worked at Goldman, Sachs & Co. (1990–1992). Age 57 as of April 2025. Company performance context: 2024 TSR was 28.5%; same-center NOI rose 0.2%; FFO, as adjusted, per share increased to $6.69; occupancy was 90.3%. Say‑on‑pay support was 99% in 2024 (third year ≥98%). Alan was among executive officers during the company’s 2020 Chapter 11 filing; the Board does not view this as material to his integrity.

Past Roles

External Roles

Fixed Compensation

The proxy does not disclose Alan’s individual base salary or target bonus rate; compensation is approved annually by the Compensation Committee based on role, experience, and performance, consistent with other executive officers.

Performance Compensation

• Annual Incentive Program (AIP) design (company framework): for NEOs, a mix of quantitative Corporate Goals (Financial: FFO as adjusted, NOI, mortgage maturities; Operational: leasing square footage, development/redevelopment openings, anchor transactions, ESG) and qualitative Individual Goals; CEO weighting 70% Corporate/30% Individual; other NEOs 60%/40%. 2025 target bonus levels increased 5% vs 2024. Alan is not a NEO; the proxy does not disclose his specific AIP targets or weighting.

• Long-Term Incentive Program (LTIP) design (equity): mix of PSUs and time‑vesting restricted stock. 2024 LTIP for NEOs weighted 60% PSUs (70% CEO) and 40% RS (30% CEO). PSUs are earned over three years on: 70% Absolute Annualized TSR (Threshold 6%, Target 12%, Max 20% in 2024) and 30% Relative TSR vs FTSE NAREIT All Equity REIT Retail (ex‑Freestanding) Index (Threshold 30th percentile, Target 50th, Max 75th). 2025 Absolute TSR hurdles adjusted to Threshold 5.5%, Target 10%, Max 18%, which the Committee cites as still at the high end of REIT industry hurdles. Alan’s equity awards are disclosed as restricted stock and PSUs but specific metrics/award values for him are not itemized.

Detailed AIP/PSU structure (company program for NEOs):

Equity Ownership & Alignment

• Ownership and pledging/hedging policies: Minimum stock ownership guidelines require Executive Vice Presidents to hold stock valued at 3x prior year base salary within five years; CBL prohibits hedging, pledging, and margin lending of Company shares by officers (VP and above) and directors.

• Clawback: Executive compensation clawback updated effective Oct 2, 2023 to comply with SEC/NYSE—recoup incentive compensation from Section 16 officers for three fiscal years before any required accounting restatement to the extent overpaid. No recoveries to date.

• Section 16 compliance: Company reports officers and >10% holders complied with Section 16(a) filings in 2024, except two late Form 4s by a director (not Alan).

• Beneficial ownership disclosure: The proxy provides individual ownership for directors and NEOs; it does not provide a separate share count for Alan (not a director/NEO).

• Related-party structure: CBL’s Predecessor (privately held by the Lebovitz family, including Alan at 22.9% post‑Dec 31, 2024) engages in limited transactions with CBL’s taxable REIT subsidiary (Management Company), including ~$157,669 consulting fees from The Avenues JV and $90,000 reimbursements in 2024; the Audit Committee reviewed under the Related Party policy (from prior to Chapter 11).

Employment Terms

• Employment agreement disclosure: The proxy summarizes second amended and restated employment agreements for NEOs (not including Alan). These provide: automatic one‑year renewals; double‑trigger change‑in‑control (CIC) severance equal to 2x base salary plus a specified target bonus amount (amounts listed only for NEOs); continuation of health benefits (18 months; 24 months for CEO); non‑compete (6 months) and non‑solicit (1 year). Alan’s specific agreement terms are not disclosed.

• Equity award treatment on termination/CIC (under 2021 EIP, as described for NEOs): 2021 “Emergence” RS—if terminated without cause during restriction period, 50% of unvested RS vests (balance forfeited); death/disability or termination upon CIC—full vesting. 2023/2024 RS—if terminated without cause, or for death/disability or termination upon CIC—unvested RS fully vests. PSUs (2023/2024/2025 grants)—pro‑rata earned shares based on performance achieved to termination date for death, disability, or termination without cause; otherwise forfeited.

Compensation Structure Analysis

• Shift to more at-risk equity with stringent TSR hurdles: 2024 PSU design increased Absolute TSR weighting to 70% and raised hurdles (Target 12%, Max 20%); 2025 reduced targets to 10%/18% but positioned as high-end vs REIT peers, maintaining a strong performance linkage.

• Cash vs equity mix optimization: 2024 program reallocated value from LTIP to AIP to better align with peer pay-mix; target AIP increased by 5% vs 2023 for NEOs (company-wide design signal). While Alan’s specific targets are not disclosed, his bonus and equity are reviewed and approved by the Compensation Committee annually.

• Benchmarking and peer group: Compensation Committee, advised by Ferguson Partners, benchmarks to a REIT peer set (AKR, CTO, IVT, KRG, PECO, ROIC, SITC, SKT, MAC, UE; RPT removed post‑acquisition; CTO added).

Performance & Track Record

Governance signal: Say‑on‑pay approval has been strong (2024: 99%; 2023: 98%; 2022: 98%).

Risk Indicators & Red Flags

• Chapter 11 history: Alan was an executive officer at the time of the 2020 Chapter 11; Board deems it immaterial to his ability/integrity post‑emergence (Nov 1, 2021).
• Related-party linkages: Ownership interests in the Predecessor among Lebovitz family members, including Alan (22.9% post‑trust termination), with limited fees between Predecessor and Management Company; reviewed under policy.
• Pledging/hedging: Policy prohibits hedging/pledging—reduces misalignment risk.
• Clawback in place under SEC/NYSE rules.

Equity Ownership & Alignment (Policies and Governance)

Note: Individual share ownership for Alan is not itemized in the proxy (ownership table covers directors and NEOs).

Compensation Committee Analysis

• Committee members: Robert G. Gifford (Chair), David M. Fields, Jeffrey A. Kivitz, Michael A. Torres; independent; uses Ferguson Partners as independent consultant.
• Peer group annually reviewed/updated; 2024–2025 peers listed above.
• Double‑trigger CIC for executive compensation; robust ownership and anti‑hedging policies.

Employment Terms (Severance/CIC Mechanics under Company Programs)

Investment Implications

• Alignment and retention: Alan’s package includes RS/PSUs with stringent TSR hurdles and multi‑year performance/vesting, aligning pay to shareholder value creation and reducing short‑term selling pressure. Anti‑hedging/pledging, ownership guidelines (3x salary for EVPs), and clawback strengthen alignment and risk controls.
• Performance linkage: Company-wide metrics (FFO/NOI/leasing/ESG) and elevated TSR hurdles suggest continued emphasis on operational and capital discipline; 2024 TSR outperformance and steady FFO per share underpin incentive realizations.
• Governance/related-party lens: Family ownership in the Predecessor and intercompany fee arrangements are monitored by the Audit Committee; continued transparency is important for investors assessing potential conflicts.
• Data gaps: As a non‑NEO, Alan’s granular salary/bonus targets, share counts, and insider trading history are not disclosed in the proxy; investors should monitor Form 4 filings for selling pressure and upcoming vesting calendars to gauge liquidity overhang.

Sources: CBL 2025 Proxy Statement (DEF 14A, April 22, 2025) and 2024 Proxy Statement (DEF 14A, April 22, 2024). Specific citations embedded above.