Joseph Khalili
About Joseph Khalili
Joseph H. Khalili is Executive Vice President – Financial Operations at CBL, age 45 as of the April 8, 2025 record date . He joined CBL in 2012 and progressed through FP&A leadership roles; prior to CBL he spent seven years with General Growth Properties. He holds a B.S. in Finance from the University of Tennessee at Chattanooga . Company performance during his senior tenure includes 2024 TSR of 28.5% and in-line AFFO/NOI targets, reflecting execution on refinancing, leasing, and ESG goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBL | Portfolio Accountant → Acquisitions Analyst → Director – FP&A → VP – Financial Operations & Administration → Senior VP – Financial Operations → EVP – Financial Planning & Analysis → EVP – Financial Operations | Joined 2012; promotions in 2014, 2016, 2019, 2021; EVP FP&A announced May 11, 2023; EVP Financial Operations listed in 2024–2025 | Led financial planning and budgeting teams; advanced corporate FP&A and financial operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Growth Properties | Finance/operational roles (not specified) | Seven years (dates not disclosed) | Large REIT experience; foundation for FP&A leadership at CBL |
Fixed Compensation
Not disclosed for Khalili (CBL proxies only report NEO compensation; EVP-level amounts are not itemized) .
Performance Compensation
Company-wide senior executive incentive design (context for EVPs):
- Annual Incentive Program (AIP) weighting: CEO 70% corporate/30% individual; other NEOs 60% corporate/40% individual, with corporate goals spanning Financial (AFFO, Gross NOI, mortgage maturities) and Operational (leasing square footage, anchor transactions, ESG goals) and payouts ranging from 50–150% of target based on threshold/target/stretch performance .
- Long-Term Incentive Program (LTIP): PSUs tied 70% to absolute annualized TSR and 30% to relative TSR vs FTSE NAREIT Retail (Retail component, excluding free-standing), plus time-vested restricted stock; PSUs measured over 3-year performance with earned shares subject to 1-year cliff vest; restricted stock vests ratably over 3 years .
2024 AIP corporate metrics and results (illustrative of pay-for-performance alignment):
| Metric | Threshold (50%) | Target (100%) | Stretch (150%) | Actual |
|---|---|---|---|---|
| AFFO ($mm) | $194.1 | $201.1 | $209.1 | $207.3 |
| Gross NOI ($mm) | $421.5 | $431.5 | $441.5+ | $435.2 |
| Address 2024 mortgage maturities | Qualitative assessment | — | — | 110% achieved by Compensation Committee (all maturities addressed, proactively refinanced future maturity) |
| Leasing square footage (mm sq ft) | 4.0 | 4.2 | 4.5 | 4.48 |
| Redevelopment/anchor transactions | 7 | 9 | 12 | 3 redevelopment + 8 anchor transactions at/near targeted returns |
| ESG goals completed | 3 | 4 | 5 | All 5 completed |
Multi-year investor context:
| Say-on-Pay Approval (%) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Shareholder approval rate | 92% | 93% | 98% | 98% | 99% |
Company performance context:
| Metric | 2023 | 2024 |
|---|---|---|
| AFFO ($mm) | $213.2 | $207.3 |
| Gross NOI ($mm) | $440.6 | $435.2 |
Equity Ownership & Alignment
| Policy/Guideline | Details |
|---|---|
| Executive ownership guideline | Executive Vice Presidents must hold CBL stock valued at 3x prior calendar year’s annual base salary within five years of becoming an executive officer . |
| Counting toward ownership | Equity counts only after options are exercised and PSUs/RSUs meet performance conditions and convert to shares; valuation uses greater of cost basis, tax basis, or prior-year average closing price . |
| Hedging/pledging/margin lending | Prohibited for officers and directors; anti-hedging policy bars shorts, options, swaps, collars, exchange funds; company highlights prohibition on hedging, pledging, and margin lending using CBL shares . |
| Clawback | Updated Oct 2, 2023 per SEC/NYSE; recovers incentive comp awarded to Section 16 officers if a restatement occurs and payouts exceed amounts under restated results (3-year lookback) . |
| Change-in-control treatment | Company uses double-trigger change-in-control standards for executive compensation programs (change in control plus qualifying termination) . |
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start date | Joined CBL in 2012 . |
| Current role tenure | Promoted to EVP – Financial Planning & Analysis May 11, 2023; listed as EVP – Financial Operations in 2024–2025 proxies . |
| Non-compete / non-solicit | Company-level policies not itemized for Khalili; EVP-level employment agreements are not publicly filed—no specific terms disclosed in proxies . |
| Severance/COC economics | EVP-specific multiples not disclosed; Company highlights double-trigger structure for executive compensation . |
| Pension/retiree benefits | Company maintains legacy retiree health programs (Tier I/II/III) for eligible officers; applicability to Khalili not disclosed . |
Investment Implications
- Alignment: EVP-level stock ownership requirement (3x salary), prohibition on hedging/pledging, and clawback policy create strong alignment and downside accountability, reducing agency risk for senior executives including Khalili .
- Performance linkage: AIP and LTIP designs (AFFO/NOI, leasing/ESG, and absolute/relative TSR) tie cash and equity outcomes to operational execution and shareholder returns; 2024 results show disciplined delivery near/above targets, supporting incentive payouts .
- Retention risk: Frequent internal promotions and company-wide double-trigger protections suggest measured retention risk; lack of public EVP-specific severance details reduces visibility but governance structure and say-on-pay support indicate balanced pay practices .
Data limitations: CBL’s proxy filings do not itemize compensation, grants, or ownership for non-NEO executive officers. Where EVP-specific terms for Khalili are not disclosed, analysis references Company-wide policies and incentive frameworks from DEF 14A filings.