David Contis
About David J. Contis
David J. Contis (age 66) is CBL’s Non‑Executive Chairman and an independent director since November 1, 2021; he serves on the Audit Committee and is designated an Audit Committee Financial Expert. He founded and is President of AGORA Advisors, and previously held senior mall REIT operating roles: President – Mall Platform and Senior EVP at Simon Property Group (2011–2017), President of Real Estate at Equity Group Investments (2006–2011), and EVP/COO at The Macerich Company (1997–2006). He holds a B.A. and J.D. from DePaul University/DePaul University College of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Property Group | President – Mall Platform; Senior EVP | May 2011 – May 2017 | Led mall platform operations at the largest U.S. retail REIT |
| Equity Group Investments | President of Real Estate | Nov 2006 – May 2011 | Oversaw real estate investments for Sam Zell’s platform |
| The Macerich Company | EVP & COO | May 1997 – Oct 2006 | COO of a major shopping center REIT |
| Equity Properties & Development L.P. | Vice Chairman, EVP & COO | 1992 – 1997 | Senior leadership at retail real estate operator |
External Roles
| Company | Listing | Role | Committee/Function |
|---|---|---|---|
| Equity LifeStyle Properties, Inc. | NYSE | Director | Chairs Compensation, Nominating & Corporate Governance; member of Audit |
| Acosta Verde | BMV (Mexico) | Director | Investment Committee member |
| Chai Trust Company (private) | — | Senior Managing Director | Fiduciary/asset management role |
Board Governance
- Role and independence: Non‑Executive Chairman; independent per NYSE/SEC standards; one of six independent nominees out of seven directors .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert by the Board .
- Executive sessions: Independent directors held six executive sessions in 2024; Contis chaired these in his capacity as Non‑Executive Chair .
- Attendance: Board met six times in 2024; each director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 virtual annual meeting .
- Board capacity policy: Directors are limited to service on at most four other public company boards; applicable to Contis’ external mandates .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non‑Employee Director fee schedule |
| Committee member fee | $15,000 | For Audit/Comp/Nominating membership (member rate) |
| Non‑Executive Chairman cash fee | $50,000 | Additional annual fee for Chair |
| Total cash earned (reported) | $140,000 | Matches fee schedule components (75+15+50) |
| Annual equity grant (restricted stock) | $125,009 | 4,017 RS shares granted 12/15/2024; time‑vest; grant value basis $31.12 |
| Total 2024 director compensation | $265,009 | Fees + equity |
- The Board eliminated the prior incremental $100,000 Chair equity award for 2024 and going forward; Contis declined the incremental Chair equity award in 2023 .
Performance Compensation
| Performance-linked elements in director pay | Status |
|---|---|
| PSUs/Options or metrics (TSR, AFFO, ESG) tied to director compensation | None – director equity is time‑based RS that vests on schedule (no performance conditions) |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Equity LifeStyle Properties (NYSE); Acosta Verde (BMV) |
| Committee roles elsewhere | ELS: Chair of Compensation and Nominating & Corporate Governance; Audit member |
| Compensation committee interlocks | Company discloses no interlocks involving CBL’s Compensation Committee or other directors with CBL executives |
Expertise & Qualifications
- Deep mall/retail REIT operating expertise (Simon, Macerich) and capital allocation/owner-operator perspective (EGI) .
- Audit Committee Financial Expert designation; strong financial literacy and risk oversight experience .
- Legal training (DePaul Law), governance leadership as Non‑Executive Chair and committee leader at ELS .
Equity Ownership
| Measure | Shares/Value | Notes |
|---|---|---|
| Beneficial ownership (total) | 63,824 shares | <1%; as of 4/8/2025 record date |
| Unrestricted shares | 47,307 | Owned directly |
| Restricted shares (beneficial ownership footnote) | 16,517 | RS under 2021 plan |
| Restricted shares outstanding (director comp section) | 34,232 | RS outstanding as of 12/31/2024 (director-specific disclosure) |
| Director stock ownership guideline | ≥5x annual cash retainer within 5 years of 11/10/2022 or board start (whichever later) | |
| Hedging/pledging | Prohibited for directors (hedging, pledging, margin lending) |
Note: CBL discloses two restricted-share figures for directors: 16,517 RS counted in the beneficial ownership footnote and 34,232 RS outstanding in the director compensation section as of 12/31/2024; methodologies for inclusion may differ (beneficial ownership vs. accounting/vesting schedules) .
Governance Assessment
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Positives: Independent Non‑Executive Chair with deep sector operating credentials; chairs independent director sessions; Audit Committee Financial Expert; robust policies on minimum stock ownership and prohibition on hedging/pledging; fully independent key committees; strong director attendance .
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Alignment: Director pay mix balanced between cash and time‑vested equity (cash ~$140k; equity ~$125k); prior Chair equity kicker eliminated, signaling cost discipline; ownership guideline promotes skin‑in‑the‑game .
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Potential risks/considerations: Corporate opportunity waiver in charter permits Non‑Employee Directors and certain shareholders to engage in overlapping businesses (common in sponsor-influenced governance but a structural risk to monitor). No related‑party transactions disclosed involving Contis; continue monitoring for interlocks with customers/suppliers or entities managed by Contis .
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Shareholder sentiment context: Say‑on‑pay support was 99% in 2024, indicating broad support for compensation governance, though this vote pertains to executives rather than directors .