Jeffrey Kivitz

About Jeffrey A. Kivitz

Independent director of CBL since August 10, 2022; age 41. Investment Partner and Chief Investment Officer at Canyon Capital Advisors, overseeing corporate and asset‑backed investment teams and co‑PM of Canyon’s Evergreen Private Credit strategy; prior consulting experience at Bain & Company. B.A. in Economics, cum laude, from Williams College. Classified as independent; Board explicitly evaluated Canyon’s role as a major holder during independence review and noted he agreed to resign from the Board if he ceases employment at Canyon .

Past Roles

External Roles

Board Governance

• Committees: Compensation Committee; Nominating/Corporate Governance Committee; not a chair .
• Independence: Board determined independent; evaluated Canyon’s role (Canyon funds were Chapter 11 consenting crossholders; now a 27.4% shareholder). Kivitz agreed to resign if he leaves Canyon; Board concluded these factors did not impair independence .
• Attendance: Board met 6 times in 2024; each director attended >75% of Board and relevant committee meetings .
• Executive sessions: Independent directors held 6 executive sessions in 2024, chaired by the Non‑Executive Chair .
• Tenure: Director since Aug 10, 2022 (one‑year terms; annually elected) .
• Governance policies: Prohibit hedging, pledging and margin lending of Company shares; annual Board/committee evaluations; majority voting resignation policy; 5x retainer stock ownership guideline for non‑employee directors (5‑year compliance window from later of Nov 10, 2022 or appointment) .

Fixed Compensation (Director)

Performance Compensation (Director)

Additional equity plan terms: Directors have ordinary shareholder rights (voting/dividends) during the restricted period; forfeiture on early departure except death/disability or Change in Control .

Other Directorships & Interlocks

• Other current public company boards: None .
• Compensation Committee interlocks: None; all members (including Kivitz) are independent; no cross‑board compensation relationships disclosed .
• Notable networks: Affiliation with Canyon, CBL’s largest shareholder (27.4%) .

Expertise & Qualifications

• Capital markets, credit, and special situations investing; oversight of corporate and asset‑backed strategies; sector expertise in financials, technology, software, building products, and retail .
• Governance committees experience at CBL (Compensation; Nominating/Corporate Governance) .
• Education: B.A. Economics, Williams College (cum laude) .

Equity Ownership

• Ownership alignment: Company policy requires non‑employee directors to hold stock equal to ≥5x annual cash retainer within 5 years from the later of Nov 10, 2022 or appointment; hedging/pledging prohibited. Compliance exemptions available if employer policy prohibits ownership; policy does not state whether such an exemption applies to Kivitz .

Governance Assessment

• Strengths:

  • Independent director with deep credit and capital markets expertise; active service on Compensation and Nominating/Corporate Governance Committees supports board effectiveness .
  • Strong attendance; robust independent‑director processes (six executive sessions; independent chair; committee financial experts) enhance oversight .
  • Director pay structure balanced (cash + time‑vested equity); no performance metrics that might misalign director incentives .
  • Shareholder support signals: 2024 Say‑on‑Pay approval 99% (consecutive high approvals since 2021) .

• Potential conflicts/monitoring items:

  • Canyon is a 27.4% shareholder; as Canyon’s CIO, Kivitz has an indirect interest in Canyon’s CBL investments and related recoveries from the Chapter 11 plan. Board reviewed and affirmed independence but investors may view this as a structural conflict warranting continued monitoring of related‑party posture and minority protections .
  • Corporate charter includes a broad corporate‑opportunity waiver for non‑employee directors and significant shareholders, which can be shareholder‑unfriendly if not counterbalanced by strong independent oversight; Board committees and related‑party review processes are in place .
  • Personal ownership is modest (<1%); however, policy‑driven ownership guidelines should increase alignment over time (five‑year window) .

• Red flags: No Section 16(a) filing delinquencies reported for Kivitz in 2024; one director (not Kivitz) had two late Form 4s. Hedging/pledging prohibited; no loans or related‑party transactions disclosed with Kivitz specifically –.

Say‑on‑Pay & Shareholder Feedback (context)