Benjamin Jaenicke
About Benjamin Jaenicke
Benjamin W. Jaenicke is Executive Vice President – Chief Financial Officer and Treasurer of CBL, a role he has held since January 1, 2023 after joining CBL as EVP – Finance on September 1, 2022; he is 41 years old as of April 2025 . He previously spent more than a decade in real estate investment banking at Wells Fargo Securities/Eastdil Secured and earlier at PricewaterhouseCoopers; he holds a BS in Business and Master of Accounting from Miami University and an MBA from UVA Darden, and is a CFA charterholder and former CPA . Company performance under the executive team included 2024 total shareholder return of 28.5% and delivery vs financial goals (AFFO $207.3M; Gross NOI $435.2M) with mortgage maturities addressed at 110% achievement level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBL Properties | EVP – CFO & Treasurer | Jan 2023–Present | Executive leadership of finance, capital planning, debt maturities, dispositions; recognized for 2024 property disposition program |
| CBL Properties | EVP – Finance | Sep 2022–Dec 2022 | Transition leadership ahead of CFO appointment |
| Wells Fargo Securities / Eastdil Secured | Director, Real Estate Investment Banking | 2012–2022 | Advised REITs on M&A, recapitalizations, capital markets; worked closely with CBL |
| PricewaterhouseCoopers | Audit/Accounting (REIT clients) | Pre‑2012 | Performed audits and accounting services for public REITs |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $400,000 | $404,000 |
| Target AIP (Annual Incentive) ($) | $338,000 | $604,900 | $635,145 |
Performance Compensation
2024 Annual Incentive Program (AIP) structure and results
- Weighting for non-CEO NEOs: 60% Corporate Goals (36% Financial + 24% Operational) and 40% Individual Goals .
- Payout ranges 50%–150% of target; ESG component capped at target for 2025 AIP (structure consistent in 2024) .
| Metric | Weighting | Target | Actual | Payout/Result |
|---|---|---|---|---|
| AFFO (as adjusted) | Part of 36% Financial | $201.1M | $207.3M | Financial Goals Payout: 122.4% |
| Gross NOI | Part of 36% Financial | $431.5M | $435.2M | Financial Goals Payout: 122.4% |
| Address 2024 mortgage maturities | Part of 36% Financial | Qualitative threshold/target/stretch | Evaluated at 110% achieved; all maturities addressed and proactive refinancing | Included in 122.4% Financial payout |
| New/renewal leasing SF | Part of 24% Operational | 4.2M sq ft | 4.48M sq ft | Operational Goals Payout: 143.3% |
| Project openings & anchor transactions | Part of 24% Operational | 9 and 12, respectively | 3 projects; 8 anchor/jr anchor deals | Operational Goals Payout: 143.3% |
| ESG goals | Part of 24% Operational | 4 | 5 completed | Operational Goals Payout: 143.3% |
| Individual (Qualitative) | 40% of AIP | CFO objectives set by Comp Committee | Committee assessment 125% for Jaenicke | Individual payout 125% |
| Total AIP payout | — | $604,900 target | $777,115 actual (Corporate $474,665; Individual $302,450; +$100k discretionary in Bonus column) | 128% of target |
Note: The $100,000 discretionary cash bonus was recommended by the CEO and approved by the Compensation Committee for CFO Jaenicke in recognition of his execution of the 2024 property disposition program; this amount is reflected in the Bonus column of the Summary Compensation Table .
Long-Term Incentive Program (LTIP) structure (PSUs + time-vesting Restricted Stock)
- PSUs: 60% of LTIP (70% for CEO) split by TSR metrics—30% relative TSR vs FTSE NAREIT Retail (ex Free-Standing) component and 70% absolute TSR; shares earned after the 3-year performance period are issued as restricted stock subject to a one-year cliff vest .
- Annual Restricted Stock Awards: 40% of LTIP for non-CEO; time-based vest ratably over 3 years .
| Cycle | Metric | Weighting | Target | Vesting |
|---|---|---|---|---|
| 2024–2026 | PSUs (Absolute TSR; Relative TSR) | 70% / 30% of PSUs | 33,061 PSUs for Jaenicke | Earn at 3 years; issued shares have 1-year cliff |
| 2024 grant | Restricted Stock | 40% of LTIP (Jaenicke) | 22,041 shares | 1/3 annually over 3 years |
| 2025–2027 | PSUs (Absolute TSR; Relative TSR) | 70% / 30% of PSUs | 25,050 PSUs for Jaenicke | Earn at 3 years; issued shares 1-year cliff |
| 2025 grant | Restricted Stock | 40% of LTIP (Jaenicke) | 16,700 shares | 1/3 annually over 3 years |
Equity Ownership & Alignment
Beneficial and Outstanding Equity (as of April 8, 2025 and Dec 31, 2024)
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 59,598 (9,513 unrestricted; 50,085 restricted) |
| % of Shares Outstanding | <1% |
| Unvested Restricted Stock (Dec 31, 2024) | 49,423 shares; $1,453,530 market value at $29.41 |
| Unearned PSUs (Dec 31, 2024) | 95,332 units; $2,803,714 market/payout value at $29.41 |
Stock ownership policy and alignment safeguards:
- Minimum stock ownership requirement for CFOs is 3× prior calendar year’s base salary, to be achieved within five years; valuation methodology specified (cost/tax basis or prior-year average NYSE close) .
- Anti-hedging and anti-pledging policy prohibits hedging, pledging and margin lending using Company shares for officers and directors; updated clawback policy effective Oct 2, 2023 applies to Section 16 officers .
2024 Vested Shares Details
| Award Type / Vest/Payout Date | Shares Acquired | Shares Withheld for Taxes | Net Shares Retained |
|---|---|---|---|
| Restricted Stock – 2/17/2024 | 8,690 | 2,117 | 6,573 |
| Restricted Stock – 9/1/2024 | 5,000 | 1,218 | 3,782 |
Vesting schedules:
- Dec 2021 restricted awards and Jaenicke’s Sep 2022 initial employment award vest 25% annually over four years; subsequent restricted grants vest 1/3 annually over three years .
- PSU shares earned after 3-year performance period are issued as restricted stock subject to one-year cliff vest .
Section 16 compliance note:
- One late Form 4 covering one transaction was reported for Jaenicke in 2023; 2024 filings were compliant for officers/directors .
Employment Terms
Employment Agreement Highlights (Amended & Restated Nov 2023)
| Term | Details |
|---|---|
| Initial Term & Renewal | Sep 1, 2022–Apr 1, 2024; auto-renewal for successive 1-year terms if not terminated |
| Base Salary | Initial $350,000; increased to $400,000 on Jan 1, 2024; future changes at Committee discretion; no decrease >5% during term |
| Annual Bonus | Target bonus set by Comp Committee (2023 target $338,000); 2022 pro-rated bonus $109,333 |
| Equity Incentives | Participation under 2021 Equity Plan; initial commitments at start included ≥25,000 restricted shares and ≥30,000 PSUs for 2023 LTIP |
| Insurance/Benefits | Continuation of health insurance for 18 months upon termination (24 months for CEO), barring termination for cause |
| Severance (CoC – Double Trigger) | 2× (base salary + specified target bonus); Jaenicke’s specified target bonus amount $338,000 |
| Death/Disability Severance | 2× current base salary |
| Non-Compete / Non-Solicit | Non-Compete: 6 months; Non-Solicit: 1 year post-termination |
| Relocation Allowance | Up to $100,000; repayable if voluntary resignation within 2 years (waived for death/disability/Change in Control) |
Equity Vesting on Termination (values at $29.41 NYSE close on Dec 31, 2024)
| Scenario | Equity Vesting Value ($) |
|---|---|
| Change in Control (termination by Company) | $4,257,186 |
| Termination Without Cause | $4,110,136 |
| Death/Disability | $4,257,186 |
Share counts retained/earned under specific termination scenarios (Dec 31, 2024 assumption):
| Scenario | Restricted Stock Retained | Restricted Stock on CoC/Death/Disability | Pro‑rated PSUs Earned (Feb 2023 & Feb 2024 grants) |
|---|---|---|---|
| Termination Without Cause | 44,423 | — | 95,330 |
| Death/Disability or Termination by Company Upon CoC | — | 49,423 | 95,330 |
Clawback policy:
- Updated October 2, 2023 to comply with SEC/NYSE; applies to Section 16 officers and covers recovery of incentive compensation tied to financial metrics in the event of a required restatement .
Multi‑Year Compensation Summary (NEO disclosures)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $350,000 | $169,000 | $1,912,489 | $283,920 | $8,250 | $2,723,659 |
| 2024 | $400,000 | $402,450 (incl. $100,000 discretionary) | $1,318,522 | $474,665 | $8,625 | $2,604,262 |
Performance Compensation – Detailed LTIP Inputs for Jaenicke
| Cycle | Target LTIP Value | PSU Target ($) | PSU Target # | Restricted Stock Value ($) | Restricted Stock # |
|---|---|---|---|---|---|
| 2024 | $1,288,000 | $772,800 | 33,061 | $515,200 | 22,041 |
| 2025 | $1,288,000 | $772,800 | 25,050 | $515,200 | 16,700 |
Investment Implications
- Pay-for-performance alignment is strong: AIP metrics tie to AFFO, Gross NOI, mortgage maturities, leasing and ESG goals; 2024 corporate payouts were 122.4% financial and 143.3% operational, with individual qualitative at 125% for Jaenicke, and a discretionary $100k bonus for extraordinary disposition execution—investors should monitor continued delivery on 2025 AIP targets (AFFO/NOI/leasing/maturities) .
- Equity-heavy LTIP with PSU weighting on absolute TSR (70%) and relative TSR (30%) plus time-based restricted stock promotes shareholder alignment; significant unvested equity (49,423 restricted; 95,332 PSUs as of year-end 2024) supports retention but also creates calendar-driven vesting events to watch for supply dynamics .
- Governance safeguards reduce misalignment risk: strict stock ownership guidelines (CFO 3× salary), anti-hedging/anti-pledging, and an updated clawback policy; minor Section 16 timeliness issue in 2023 was disclosed and subsequently clean in 2024 .
- Change-of-control economics include 2× cash severance (base + specified target bonus) and meaningful equity acceleration potential; scenario values at 12/31/24 imply substantial vesting value under CoC or death/disability, which is relevant for M&A probability-weighted outcomes .