Jennifer Cope
About Jennifer Cope
Jennifer H. Cope, age 45, serves as Executive Vice President – Operations Services & Risk Management at CBL, a role she has held since her promotion in May 2023; she joined CBL in 2001 and holds a B.S. in Finance and an MBA from the University of Tennessee at Chattanooga . Company performance during her current tenure includes a 2024 Total Shareholder Return of 28.5% and 2024 Net Income of $57.1 million with Gross NOI of $435.2 million, metrics that tie to the Company’s pay-for-performance framework emphasizing TSR and NOI . Her remit spans operations services and risk management activities, including insurance programs and technology initiatives highlighted in CBL’s executive officer bios .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBL | EVP – Operations Services & Risk Management | Promoted May 2023–present | Leads Operations Services and Risk Management; remit includes insurance programs, risk management programs, technology initiatives, JV relations, loan closings, operations services . |
| CBL | SVP – Operations Services | 2021–2023 | Led Operations Services after earlier Shared Services leadership . |
| CBL | VP – Shared Services (Business Transformation Team) | 2015–2021 | Led Shared Services and Operations Services divisions . |
| CBL | Junior Financial Services Analyst and roles supporting Financial Services | 2001–2015 | Supported financial services; grew into cross-functional operations/technology risk roles . |
External Roles
No public company directorships or external roles for Ms. Cope are disclosed in CBL’s 2024/2025 proxy materials (executive officer biography sections reviewed) .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary (Cope) | Not disclosed in proxy | Not disclosed in proxy | CBL discloses base salary tables for Named Executive Officers (NEOs) only; Ms. Cope is not an NEO in 2024/2025 filings . |
| Target annual bonus (Cope) | Not disclosed in proxy | Not disclosed in proxy | AIP targets are disclosed for NEOs; not provided for other EVPs . |
Performance Compensation
CBL’s incentive design (for NEOs; EVPs may participate in LTI as “other designated officers” per plan eligibility) emphasizes short-term corporate/individual goals and long-term equity linked to absolute and relative TSR; specific award values for Ms. Cope are not disclosed .
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Annual Incentive Program (AIP) structure (NEOs): | Metric Category | CEO Weight | Other NEOs Weight | What’s Measured | |---|---|---|---| | Financial Goals | 42% | 36% | Adjusted FFO, NOI, addressing 2025 property-level mortgage maturities . | | Operational Goals | 28% | 24% | New/renewal lease SF, new development/redevelopment openings and anchor transactions, ESG goals (ESG capped at 100% of target in 2025) . | | Individual Goals (Qualitative) | 30% | 40% | Role-specific objectives . |
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Long-Term Incentive Program (LTIP) design (NEOs; plan eligibility also includes certain other designated officers): | Element | Weight | Performance Period | Payout Mechanics | Vesting | |---|---|---|---|---| | Performance Stock Units (PSUs) | 60% (70% CEO) | 3-year | Based 70% on absolute annualized TSR and 30% on relative TSR vs FTSE NAREIT All Equity REITs retail component (ex Free-Standing) . | Earned PSUs settle in shares after 3 years; issued shares vest 1-year cliff; 2025 adds committee discretion for pro-rata vesting upon eligible retirement . | | Time-vesting Restricted Stock | 40% (30% CEO) | N/A | Time-based award | Vests ratably over 3 years; full vest on death, disability, change in control; immediate vesting upon termination without Cause for awards under 2023/2024 LTIP . |
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PSU payout curves: | Metric | Weight | 2024 Hurdles | 2025 Hurdles | |---|---|---|---| | Relative TSR vs. Designated Index | 30% | Threshold 30th pct; Target 50th; Max 75th+ . | Same threshold/target/max structure . | | Absolute Annualized Company TSR | 70% | Threshold 6.0%; Target 12.0%; Max 20.0% . | Threshold 5.5%; Target 10.0%; Max 18.0% (still high vs REIT peers per consultant) . |
Notes:
- 2024 increased weight to absolute TSR (from 60% to 70%) to strengthen alignment with shareholder outcomes .
- Awards accrue dividend equivalents as additional PSUs; forfeited if PSUs not earned .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines (Executive Officers) | EVPs must reach 3x prior calendar year’s base salary within five years; CEO 6x; CFO/COO/CLO 3x . |
| Hedging/Pledging | Prohibited for officers and directors; policy also bars monetization strategies and margin lending using Company shares . |
| Clawback | Updated Oct 2, 2023 to comply with SEC/NYSE; recovery of incentive comp tied to financial metrics for Section 16 officers for 3 fiscal years prior to a restatement; no recoveries to date under policy . |
| Insider trading policy | Policy filed as Exhibit 19 to 2024 10‑K; governs trading windows/preclearance and prohibits hedging . |
| Beneficial ownership (individual) | Not separately disclosed for Ms. Cope in the beneficial ownership table . |
| Beneficial ownership (group) | All executive officers and directors as a group (16 persons): 1,065,053 shares, 3.4% of shares outstanding . |
Employment Terms
| Term | Summary (as disclosed; primarily NEO agreements/policies) |
|---|---|
| Change-in-control structure | Double-trigger for executive compensation (requires CIC plus qualifying termination) . |
| Severance (NEOs) | If terminated without Cause or by NEO for Good Reason following a CIC: cash severance equals 2x (base salary + specified target bonus), with target bonus amounts enumerated for each NEO; death/disability: 2x base salary (CEO: 1x base + $953k) . |
| Non-compete / Non-solicit | Non-solicitation 1 year; non-compete 6 months post-termination (NEOs) . |
| Restricted stock (2023/2024 LTIP) | Full acceleration upon termination without Cause; full acceleration on death/disability/CIC . |
| PSUs | Pro-rata payout upon death, disability, termination without Cause before end of performance period; pro-rata payout upon termination without Cause within 24 months after a CIC before period end; 1-year cliff vest after share issuance; 2025 adds committee discretion for pro‑rata vesting upon eligible retirement . |
Performance Compensation – Detailed Metrics Table (NEO program design)
| Metric | Weighting | Targeting/Thresholds | Payout Range | Vesting/Settlement |
|---|---|---|---|---|
| AIP – Financial Goals (Adj. FFO, NOI, mortgage maturities) | 42% CEO; 36% other NEOs | Threshold/Target/Stretch set annually | 50%–150% of target (ESG component capped at 100% in 2025) | Cash paid after year-end . |
| AIP – Operational Goals (Leasing SF, development/redevelopment, anchors, ESG) | 28% CEO; 24% other NEOs | As approved by Committee | 50%–150% (ESG capped at 100% in 2025) | Cash after year-end . |
| AIP – Individual Goals | 30% CEO; 40% other NEOs | Qualitative | Committee discretion | Cash after year-end . |
| LTIP – PSUs (Absolute TSR) | 70% of PSU payout | 2024: 6% / 12% / 20% (Thr/Tgt/Max); 2025: 5.5% / 10% / 18% | 0%–200% of target | Shares issued after 3-year period; 1-year cliff vest on issued shares . |
| LTIP – PSUs (Relative TSR vs FTSE NAREIT Retail component, ex Free-Standing) | 30% of PSU payout | 30th / 50th / 75th percentile (Thr/Tgt/Max) | 0%–200% of target | Same as above . |
| LTIP – Time-vesting Restricted Stock | 40% (30% CEO) of LTIP value | N/A | N/A | Ratable over 3 years; acceleration per terms above . |
Governance, Peer Practices, and Shareholder Feedback
- Independent compensation consultant engaged; LTIP hurdles calibrated with peer data and characterized as high-end for REITs (2025 hurdles lowered vs 2024 but remain above 2023) .
- 2025 Say‑on‑Pay: shareholders approved executive compensation program (For: 24,040,051; Against: 220,875; Abstentions: 31,197) .
Investment Implications
- Alignment: Heavy weighting to absolute/relative TSR in PSUs (70%/30%) coupled with robust ownership guidelines (EVP: 3x salary) and anti‑hedging/pledging rules supports strong pay-for-performance alignment and reduces misaligned risk-taking or monetization behaviors .
- Retention vs. flexibility: Time-vested RSUs (3-year ratable) and PSUs (3-year performance plus 1-year cliff) create multi-year retention hooks; 2025 retirement pro‑rata vesting discretion may modestly improve retention while slightly increasing potential unplanned vesting scenarios .
- Vesting-related flow risk: Annual RSU tranches and PSU settlements can create episodic supply upon vest; hedging and pledging prohibitions mitigate leveraged selling pressure, but traders should monitor vest dates, windows, and blackout policies in conjunction with Company trading windows .
- Performance under tenure: With 2024 TSR of 28.5% and positive 2024 Net Income and Gross NOI, incentive constructs are currently calibrated to supportive performance conditions; however, payout sensitivity to TSR introduces market beta into realized LTI outcomes .
- Disclosure gaps: Ms. Cope is not an NEO; therefore, individual base salary, AIP target, LTI grant values, Form 4 activity, and individual ownership are not disclosed in the proxy, limiting precision on her personal pay-for-performance and selling pressure analytics .