David Fields
About David M. Fields
Independent director (age 67) serving since November 1, 2021; Chair of the Nominating/Corporate Governance Committee and member of the Compensation Committee. Senior Advisor to Sunset Development Company; formerly EVP, Chief Administrative Officer and General Counsel at Sunset Development (2014–2024), with prior senior roles at Bayer Properties and the Irvine Company. Education: Yale University (B.A.), Harvard University (J.D.), with 30+ years leading operations, administration, and legal affairs for large real estate platforms; also serves on EastGroup Properties’ board and its Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunset Development Company (Bishop Ranch) | EVP, Chief Administrative Officer & General Counsel; currently Senior Advisor | 2014–2024 (EVP/CAO/GC); current Senior Advisor | Led operations, administration, and legal affairs for large-scale branded real estate holdings |
| Bayer Properties | Executive Vice President, Chief Administrative Officer | Not disclosed | Senior operating and administrative leadership |
| Irvine Company (Retail Properties Division) | Vice President & General Counsel | Not disclosed | Legal leadership for retail division |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| EastGroup Properties, Inc. (NYSE: EGP) | Director | Not disclosed | Compensation; Nominating & Corporate Governance |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance (5 meetings in 2024); member, Compensation (3 meetings in 2024). All members are independent per NYSE rules; Compensation Committee engages independent consultant Ferguson Partners .
- Independence: Board affirmatively determined Fields is independent; six of seven directors are independent .
- Attendance & engagement: Board met six times in 2024; each director attended >75% of Board/committee meetings; independent directors held six executive sessions (chaired by Non-Executive Chair) .
- Ownership & ethics: Non-Employee Directors must accumulate ≥5x annual cash retainer in stock within five years (policy adopted Nov 10, 2022), with clear valuation rules; anti-hedging, pledging, and margin lending prohibitions apply to directors/officers; company does not make political contributions .
- Board limits: Directors may serve on no more than four other public company boards .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Standard Non-Employee Director cash retainer |
| Committee member fee (Compensation Committee) | 15,000 | Member fee per committee |
| Committee chair fee (Nominating/Corporate Governance) | 20,000 | Chair fee; chair receives this in lieu of member fee |
| Total cash fees earned | 110,000 | Matches Director Compensation Table for Fields |
Performance Compensation
| Director Equity Grant Details (2024 cycle) | Value |
|---|---|
| Annual restricted stock grant value | $125,009 |
| Shares granted (Dec 15, 2024) | 4,017 |
| Grant-date fair value per share | $31.12 |
| Vesting | Vests Jan 1 following the Annual Service Period |
Company AIP (Annual Incentive Program) Financial Goals (2024) – overseen by Compensation Committee:
| Metric | Threshold (50%) | Target (100%) | Stretch (150%) | Actual | Payout |
|---|---|---|---|---|---|
| AFFO (as adjusted) | $194.1m | $201.1m | $209.1m | $207.3m | Overall Financial Goals Payout: 122.4% |
| Gross NOI | $421.5m | $431.5m | ≥$441.5m | $435.2m | Included in overall payout above |
| Address 2024 property-level mortgage maturities | — | — | — | 110% achievement (all maturities addressed; proactive refi at improved terms) | Included in overall payout above |
Company AIP Operational Goals (2024):
| Metric | Threshold (50%) | Target (100%) | Stretch (150%) | Actual | Payout |
|---|---|---|---|---|---|
| New/renewal leasing sq ft | 4.0m | 4.2m | 4.5m | 4.48m | Overall Operational Goals Payout: 143.3% |
| Redevelopment openings & anchor transactions | 7 | 9 | 12 | 3 openings; 8 anchor/junior anchor transactions | Included in overall payout above |
| Designated ESG goals completed | 3 | 4 | 5 | All 5 completed | Included in overall payout above |
Company LTIP PSU Metrics (2024 awards):
| Metric | Weight | Below Threshold | Threshold (50%) | Target (100%) | Max (200%) |
|---|---|---|---|---|---|
| Relative TSR vs FTSE NAREIT Retail Component (ex Free-Standing) | 30% | <30th percentile | 30th percentile | 50th percentile | ≥75th percentile |
| Absolute annualized Company TSR | 70% | <6.0% | 6.0% | 12.0% | 20.0% |
Company LTIP PSU Metrics (2025 awards adjustments):
| Metric | Weight | Below Threshold | Threshold (50%) | Target (100%) | Max (200%) |
|---|---|---|---|---|---|
| Relative TSR vs FTSE NAREIT Retail Component (ex Free-Standing) | 30% | <30th percentile | 30th percentile | 50th percentile | ≥75th percentile |
| Absolute annualized Company TSR | 70% | <5.5% | 5.5% | 10.0% | 18.0% |
Other Directorships & Interlocks
| Company | Role | Committees | Comments |
|---|---|---|---|
| EastGroup Properties, Inc. | Director | Compensation; Nominating & Corporate Governance | Industrial REIT; no disclosed related-party transactions with CBL involving Fields |
Expertise & Qualifications
- Core skills: legal services, corporate governance, commercial real estate operations, risk oversight/management, human capital management; strong financial literacy .
- Board leadership: Chairs Nominating/Corporate Governance Committee; active on Compensation Committee; contributes to ESG oversight through Nom/Gov mandate .
- Education: Yale University (B.A.); Harvard Law School (J.D.) .
Equity Ownership
| Ownership | Dec 31, 2024 | Apr 8, 2025 |
|---|---|---|
| Restricted shares outstanding | 9,232 | 4,017 |
| Unrestricted shares | — | 16,374 |
| Total beneficial ownership | — | 20,391; less than 1% of outstanding |
Policy alignment: Non-Employee Directors must reach ≥5x annual cash retainer in stock within five years; anti-hedging/pledging/margin lending ban improves alignment and reduces risk .
Governance Assessment
- Independence and roles: Fields is an independent director with substantial real estate and legal expertise; he chairs Nom/Gov and serves on Compensation, which are fully independent and actively engaged (5 and 3 meetings in 2024, respectively) .
- Attendance and engagement: Board met six times; all directors exceeded the 75% attendance threshold; independent directors conducted six executive sessions—evidence of active oversight culture .
- Director pay mix and alignment: Fields’ 2024 compensation balanced cash ($110,000) and equity ($125,009) with annual restricted stock grants vesting after the service period; ownership guideline requires a significant stock accumulation, and hedging/pledging is prohibited—supportive of pay-for-performance alignment .
- Compensation oversight rigor: As a Compensation Committee member, he oversees AIP and LTIP frameworks tied to AFFO, NOI, refinancing execution, leasing volume, and demanding TSR hurdles; shareholder say‑on‑pay support was 99% in 2024—signaling investor confidence in the program .
- Conflicts/related party exposure: No Fields-specific related-party transactions disclosed; the Board’s charter includes corporate opportunity waivers for certain stockholder/affiliate activities, with Nom/Gov review for transactions ≥$120,000—mitigating but not eliminating perceived conflict risk in a post‑restructuring context .
- Red flags: None specific to Fields identified in 2024 disclosures; company policy bans hedging/pledging, and director interlocks/interests are reviewed; two late Form 4s involved another director (not Fields) .