Jeffery Curry
About Jeffery Curry
Jeffery V. Curry, age 64, is Chief Legal Officer and Secretary of CBL, appointed interim CLO in February 2012 and permanent on April 3, 2012; he became Secretary on September 10, 2012 and also serves as Compliance Officer. He holds a JD (1985) from the University of Memphis Cecil C. Humphreys School of Law and an LL.M. in Taxation from NYU (1986); prior to joining CBL, he was a partner at Husch Blackwell LLP and served as CBL’s legal advisor since 1986 . Performance context: CBL delivered 2024 TSR of 28.5% (outperforming Russell 3000 and sector indices) , FY2024 same‑center NOI rose 0.2% , adjusted FFO was $207.3 million , and total revenues were $515.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Husch Blackwell LLP | Partner | 2006–2012 | External counsel to CBL; led legal support prior to internal appointment |
| CBL (external advisor) | Legal advisor to the Company | 1986–2012 | Long‑tenured advisor to management and Board |
| CBL | Interim Chief Legal Officer | Feb 2012–Apr 3, 2012 | Established CLO role; transition to permanent CLO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chattanooga Inner City Outreach, Inc. | Vice President and Board member | N/A | Community engagement and local non‑profit leadership |
| Chattanooga Bar Association | Member | N/A | Professional standards and legal network |
| Tennessee Bar Association | Member | N/A | Professional standards and legal network |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $406,443 | $406,443 | $406,443 |
| Bonus – Qualitative ($) | $89,696 | $93,073 | $153,034 |
| All Other Compensation ($) | $7,625 | $8,250 | $8,256 |
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $406,443 | $406,443 | $406,443 |
Performance Compensation
Summary Compensation (Curry)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,507,724 | $980,811 | $689,481 |
| Non‑Equity Incentive Plan Compensation ($) | $146,904 | $186,146 | $261,056 |
| Total Compensation ($) | $2,158,393 | $1,674,723 | $1,518,270 |
2024 Annual Incentive Plan (AIP) – Structure and Outcome
| Element | Weighting | Target ($) | Actual ($) | Payout |
|---|---|---|---|---|
| Corporate Goals (Financial + Operational) | 60% total; split 36% Financial, 24% Operational for NEOs | $199,610 (Corporate component target) | $261,056 | Overall AIP at 124% of target |
| Individual Achievement (Qualitative) | 40% for NEOs | Derived ≈ $133,073 (Total AIP target $332,683 – Corporate target $199,610) | $153,034 | Qualitative component earned at 115% |
| Total AIP Target (Curry) | — | $332,683 | $414,090 (sum of Corporate + Individual) | 124% |
2024 Long‑Term Incentive Program (LTIP) Grants – PSUs and Restricted Stock
| Award Type | Metric | Weighting | Threshold | Target | Maximum | Grant Detail | Vesting |
|---|---|---|---|---|---|---|---|
| PSUs (2024–2026) | Relative TSR vs. FTSE NAREIT All Equity REIT Retail Sector (ex‑Free‑Standing) | 30% | 30th percentile | 50th percentile | 75th percentile or higher | Target PSUs 17,288; Max 34,576 (Curry) | Shares issued after 3‑yr performance then 1‑yr cliff vest |
| PSUs (2024–2026) | Absolute Annualized Company TSR | 70% | 5.5% | 10.0% | 18.0% | Target PSUs 17,288; Max 34,576 (same grant) | Shares issued after 3‑yr performance then 1‑yr cliff vest |
| Restricted Stock (Time‑vested) | N/A | N/A | N/A | N/A | N/A | 11,526 shares granted on 2/7/2024; grant date FV $269,420 | Vests ratably over 3 years |
2025 LTIP (approved Feb 2025) – Forward Grants
| Component | Target Value ($) | Target PSUs (#) | Restricted Stock Value ($) | Restricted Shares (#) |
|---|---|---|---|---|
| Curry 2025 LTIP | $673,500 | 13,099 | $269,400 | 8,733 |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 102,602 | Rule 13d‑3 % “<1%” |
| Approx. Ownership % of Outstanding | ~0.33% (102,602 / 30,935,677) | Company reports <1%; calc uses outstanding shares |
| Unvested Restricted Stock (12/31/2024) | 31,720 shares; $932,885 market value | 2021 “Emergence” awards vest in 25% increments over 4 years; later awards vest 1/3 annually over 3 years |
| Unearned PSUs (12/31/2024) | 70,941 PSUs; $2,086,375 market/payout value assumption | Assumes interim performance hurdles; final earnout subject to 3‑yr cycles |
| Options | None disclosed in 2024 plan‑based awards for Curry | Company LTIP currently emphasizes RS + PSUs |
| Anti‑hedging / Anti‑pledging | Hedging and pledging prohibited for officers/directors | No pledges disclosed for Curry in proxy |
| Stock Ownership Guideline | 3x prior year’s base salary for Chief Legal Officer | Valuation for compliance uses cost/tax basis or prior‑year average price |
| Indicative Holdings Value | ≈ $3.02 million (102,602 × $29.41) | Suggests guideline likely met vs $1.22 million requirement (3 × $406,443), noting Company’s specific valuation rules |
2024 Vesting Events and Net Retained Shares (Selling Pressure Indicator)
| Award Type / Date | Shares Acquired | Shares Surrendered for Taxes | Net Shares Retained |
|---|---|---|---|
| Restricted Stock – 2/17/2024 | 3,846 | 937 | 2,909 |
| Restricted Stock – 12/15/2024 | 12,500 | 4,919 | 7,581 |
| PSUs – 12/31/2024 (Year 3 payout) | 19,354 | 7,616 | 11,738 |
| Total (2024) | 35,700 | 13,472 | 22,228 |
Employment Terms
- Agreement term: Second Amended and Restated Executive Employment Agreement initial term 8/18/2020–4/1/2024 (auto‑renews for successive 1‑year terms if not terminated) .
- Base salary governance: changes at Compensation Committee discretion; not to be decreased by more than 5% during term .
- Annual bonus: structured annually by Compensation Committee .
- Severance economics (Double‑trigger, post‑Change‑in‑Control): 2x (current base salary + specified target bonus amount); Curry’s specified target bonus amount is $201,000 . As of 12/31/2024, cash severance payable would be $1,214,886; continuation of health insurance benefits $32,808 .
- Death/Disability severance: 2x current base salary for non‑CEO; Curry $812,886; health insurance continuation $32,808 .
- Non‑compete and Non‑solicit: 6‑month non‑compete; 1‑year non‑solicitation .
- Equity acceleration upon termination events (as of 12/31/2024, using $29.41/share):
- Change in Control: $2,449,941 vesting of equity awards .
- Termination without Cause: $2,266,129 vesting of equity awards .
- Death/Disability: $2,449,941 vesting of equity awards .
- Vesting rules detail:
- Restricted Stock: upon termination without Cause, 50% vesting for Dec 2021 grants (and Sept 2022 for CFO) and 100% for other RS awards; upon death/disability or CoC, 100% vesting .
- PSUs: pro‑rated payout possible for in‑progress three‑year cycles under Feb 2023 and Feb 2024 PSUs upon death/disability or termination without Cause (based on interim performance); specific pro‑rated share counts shown as of 12/31/2024 (Curry 51,583) .
Investment Implications
- Pay‑for‑performance alignment: AIP awards balanced between quantitative Corporate Goals and qualitative objectives (Curry qualitative earned at 115%), with overall 2024 payout at 124% of target amid 28.5% TSR outperformance and flat same‑center NOI, indicating alignment of cash incentives with both operational and market results .
- Retention risk mitigants: Significant unvested equity (31,720 RS; 70,941 PSUs) and double‑trigger CoC severance, plus non‑compete/non‑solicit provisions, reduce near‑term departure risk; equity structures include three‑year PSU cycles and post‑issuance one‑year cliff vesting to reinforce continuity .
- Trading signals: Upcoming vesting and PSU payouts can create episodic supply; however, 2024 events show net share retention (22,228 shares retained with tax withholding only), and company policies prohibit hedging/pledging—limiting forced‑selling dynamics .
- Alignment and ownership: Curry’s beneficial holdings (102,602 shares) and indicative value at year‑end pricing suggest he likely exceeds the 3x salary ownership guideline for Chief Legal Officer, supporting “skin‑in‑the‑game,” though formal compliance uses specific valuation rules .