Howard Grody
About Howard Grody
Howard B. Grody, age 64, is Executive Vice President – Leasing at CBL & Associates Properties, Inc. He joined CBL in 1991 and was promoted through leasing roles to Vice President – Mall Leasing (2000), Senior Vice President – Leasing (2008), and EVP – Leasing in September 2021. He holds a B.S. in Management from Tulane University and earned ICSC Certified Leasing Specialist (1994) and Senior CLS (2008) designations, serving two terms on the ICSC CLS Committee . CBL’s recent operating context tied to his function includes 2024 leasing of ~4.48 million sq. ft. (near stretch), portfolio occupancy of 90.3%, AFFO of $207.3 million vs. $201.1 million target, and Gross NOI of $435.2 million vs. $431.5 million target; 2024 total shareholder return (TSR) was 28.5% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CBL & Associates Properties | Executive Vice President – Leasing | Sep 2021–Present | Leads company-wide leasing execution across portfolio |
| CBL & Associates Properties | Senior Vice President – Leasing | 2008–Sep 2021 | Oversaw leasing strategy and execution during multi-cycle environment |
| CBL & Associates Properties | Vice President – Mall Leasing | 2000–2008 | Led mall leasing after successive promotions in leasing |
| CBL & Associates Properties | Senior Leasing Manager; Leasing Manager (Turtle Creek Mall development) | 1991–2000 | Drove leasing at multiple properties including development leasing |
| Sizeler Real Estate Properties | Real estate roles (pre‑CBL) | Pre‑1991 | Industry experience prior to CBL |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ICSC | Certified Leasing Specialist (CLS) – inaugural year; Senior CLS | CLS 1994; Senior CLS 2008 | Professional credentials signaling leasing expertise |
| ICSC Certified Leasing Specialist Committee | Member (two terms) | Not disclosed | Industry standards/credentialing contribution |
Performance Compensation
Company incentive design (applies to NEOs; indicative of senior executive framework): annual cash AIP weighted to Financial and Operational goals; multi‑year LTIP with PSUs (absolute and relative TSR) plus time‑vested restricted stock .
CBL 2024 AIP corporate goals and outcomes
| Metric (Financial) | Threshold (50%) | Target (100%) | Stretch (150%) | Actual | Payout result |
|---|---|---|---|---|---|
| AFFO ($mm) | $194.1 | $201.1 | $209.1 | $207.3 | Included in 122.4% overall financial payout |
| Gross NOI ($mm) | $421.5 | $431.5 | $441.5 | $435.2 | Included in 122.4% overall financial payout |
| Address 2024 mortgage maturities | — | — | — | Committee evaluated 110% achieved | Included in 122.4% overall financial payout |
| Metric (Operational) | Threshold (50%) | Target (100%) | Stretch (150%) | Actual | Payout result |
|---|---|---|---|---|---|
| New & renewal leasing (sq. ft.) | 4.0M | 4.2M | 4.5M | 4.48M | Included in 143.3% overall operational payout |
| Redev. openings; anchor/junior anchor deals | 7 | 9 | 12 | 3 projects; 8 anchor deals | Included in 143.3% overall operational payout |
| ESG goals completed | 3 | 4 | 5 | 5 | Included in 143.3% overall operational payout |
LTIP performance stock units – structure and hurdles
| LTIP cycle | Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| 2024–2026 | Relative TSR vs FTSE NAREIT Retail (ex‑freestanding) | 30% | 30th pct | 50th pct | 75th pct+ |
| 2024–2026 | Absolute annualized TSR | 70% | 6.0% | 12.0% | 20.0% |
| 2025–2027 | Relative TSR vs FTSE NAREIT Retail (ex‑freestanding) | 30% | 30th pct | 50th pct | 75th pct+ |
| 2025–2027 | Absolute annualized TSR | 70% | 5.5% | 10.0% | 18.0% |
Additional LTIP mechanics: PSUs are earned after a 3‑year performance period; shares issued then vest in full one year later (post‑2024 awards; the two‑year post‑vest holding requirement was eliminated in 2024). Dividend equivalents accrue in PSUs and are paid only to the extent awards are earned . Time‑vested restricted stock vests ratably over three years; carries dividends and votes during vesting .
Equity Ownership & Alignment
- Stock ownership guidelines require Executive Vice Presidents to hold stock equal to 3x prior calendar year base salary within five years; valuation uses the greater of cost basis, tax basis, or prior calendar‑year average close; PSUs/RSUs count only after earned/vested .
- Anti‑hedging and anti‑pledging policy for officers/directors prohibits hedging, pledging, margin lending and derivative monetization strategies in Company securities .
- Executive compensation clawback policy (updated Oct 2, 2023) provides for recovery of incentive compensation upon financial restatements, covering Section 16 officers .
- The proxy security ownership table discloses NEOs and directors; Mr. Grody is not a Named Executive Officer, and his individual ownership is not itemized in that table .
Employment Terms
- The proxy summarizes Executive Employment Agreements for NEOs (not Mr. Grody), including double‑trigger change‑in‑control severance (2x base + target bonus), continuation of health benefits (18 months; CEO 24 months), and post‑termination covenants (non‑compete 6 months; non‑solicit 1 year). Definitions of Cause/Good Reason and change‑in‑control are detailed in the proxy .
- Equity award agreements provide for pro‑rata PSU settlement and/or accelerated vesting of restricted stock upon certain terminations (death, disability, termination without cause, or within 24 months post‑change‑in‑control), as described in the LTIP section .
- The company prohibits hedging/pledging and imposes robust stock ownership guidelines on executive officers, supporting alignment .
Fixed Compensation
- CBL’s detailed pay disclosure in the proxy applies to Named Executive Officers; Mr. Grody is an executive officer but not an NEO, and his base salary, target bonus and equity grant values are not individually disclosed in the public Summary Compensation Tables .
Performance & Track Record (context for EVP – Leasing)
- 2024 operational delivery included ~4.48M sq. ft. of leasing (near stretch), strong comparable rent increases on sub‑10k sf deals (+5.8%), and occupancy of 90.3% .
- Financial execution supported AFFO of $207.3mm (between target and stretch) and Gross NOI of $435.2mm (between target and stretch). 2024 TSR was 28.5% .
- Operational AIP metrics explicitly include leasing square footage and anchor/junior anchor transactions, directly tied to Mr. Grody’s function .
Governance, Pay Framework, and Market Signals
- Say‑on‑pay support has been exceptionally strong (2024: 99%; 2023: 98%), indicating investor alignment with pay design .
- Compensation peer group spans retail/mall REITs (e.g., AKR, IVT, KRG, PECO, ROIC, SITC, SKT, MAC, UE); benchmarking reviewed with an independent consultant (Ferguson Partners) .
- Company‑level policies include minimum stock ownership, anti‑hedging/pledging, double‑trigger change‑in‑control treatment, and a clawback policy, all supportive of pay‑for‑performance alignment and risk controls .
Investment Implications
- Alignment/retention: Strong policy scaffolding (ownership guidelines for EVPs, anti‑hedging/pledging, clawback) and multi‑year PSU design with elevated absolute TSR hurdles (especially in 2024) help align senior executives with shareholder value and support retention through vesting schedules .
- Execution linkage: Corporate AIP places measurable emphasis on leasing square footage and anchor transactions, directly connecting Mr. Grody’s domain to annual incentive outcomes; 2024 results demonstrate execution near/stretch on these levers .
- Change‑in‑control economics: NEO agreements use double‑trigger severance; while Mr. Grody’s individual agreement is not disclosed, equity plans provide pro‑rata/accelerated vesting protections for participants under specified conditions, reducing windfall risk and preserving retention value through transactions .
- Governance and shareholder support: Consistently high say‑on‑pay votes (98–99%) and use of a reputable REIT peer set lessen risk of pay inflation or misalignment, reinforcing credible compensation governance .