Katie Reinsmidt
About Katie Reinsmidt
Katie A. Reinsmidt, 46, is Executive Vice President – Chief Operating Officer (COO) at CBL, promoted in May 2023 after serving as EVP – Chief Investment Officer since 2017; she joined CBL in 2004 and holds a B.S. in Economics from the University of Missouri–St. Louis . Company performance during 2024 included Total Shareholder Return (TSR) of 28.5%, with Net Income of $57.1 million and Gross NOI of $435.2 million, key pay-for-performance metrics used in CBL’s disclosure framework . She is Chairperson of CBL’s Benefits Committee and Executive Sponsor of the ESG Steering Committee and CBL Community .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CBL | EVP – Chief Operating Officer | May 2023–present | Oversees operations; benefits committee chair; ESG executive sponsor |
| CBL | EVP – Chief Investment Officer | Feb 2017–May 2023 | Led investments in post-restructuring strategy |
| CBL | SVP – Investor Relations/Corporate Investments | Sep 2012–Feb 2017 | Capital markets messaging; corporate investments oversight |
| CBL | VP – Corporate Communications & IR | 2010–2012 | Investor communications leadership |
| CBL | Director – Corp. Communications & IR | 2008–2010 | Expanded IR function |
| CBL | Director – Investor Relations | 2004–2008 | Built IR capability |
| A.G. Edwards & Sons | Associate Analyst (REITs) | Pre‑2004 | Sell-side coverage of retail, healthcare, lodging REITs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| City of Chattanooga General Pension Board | Trustee; Vice Chairperson | Current | Served as Secretary Feb 2017–May 2023; Vice Chairperson Mar 2011–Feb 2017 |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $309,000 | $350,000 | $353,500 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Results
- 2024 AIP weightings for NEOs (non-CEO): 60% Corporate Goals (36% Financial: FFO as adjusted, NOI, addressing property-level mortgage maturities; 24% Operational: leasing square footage, development/redevelopment/anchor transactions, ESG goals) and 40% Individual Goals .
- 2024 AIP payout (actual): Corporate Goals $350,987; Individual (Qualitative) $223,644; Total $574,631 vs Target $447,288 (128% of target) .
| AIP Component (2024) | Weighting | Target ($) | Actual ($) | Payout vs Target |
|---|---|---|---|---|
| Corporate Goals (Financial + Operational) | 60% | Included in $447,288 | $350,987 | 128% overall |
| Individual Goals (Qualitative) | 40% | Included in $447,288 | $223,644 | 128% overall |
| Total AIP | — | $447,288 | $574,631 | 128% |
2025 AIP target increased 5% to $469,652; allocation remains 60% quantitative/40% qualitative, with ESG payout capped at 100% of target for 2025 .
Long-Term Incentive Plan (LTIP) – Grants and Metrics
- PSU metrics: 70% Absolute TSR and 30% Relative TSR vs FTSE NAREIT All Equity REIT Index – Retail Sector (excluding Free-Standing); 2024 increased absolute TSR weight and hurdle rates; PSU shares issued after 3-year performance, then 1-year cliff vest .
- Annual Restricted Stock Awards: time-vest over 3 years, 1/3 per year .
| Grant Year | Grant Date | Total LTIP Target Value | PSU Target Value | Target PSUs | RS Value | RS Shares | Key Metrics/Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Feb 7, 2024 | $673,500 | $404,100 | 17,288 | $269,400 | 11,526 | PSUs: 70% Absolute TSR, 30% Relative TSR; 3-year period, shares then 1-year cliff ; RS vests 1/3 annually |
| 2025 | Feb 12, 2025 | $673,500 | $404,100 | 13,099 | $269,400 | 8,733 | Same metrics/vesting; valuation using $30.85 reference price |
Equity Vesting and Realized Value (2024)
| Vesting Type/Date | Shares Vested | Shares Withheld for Taxes | Net Shares Retained | Value Realized ($) |
|---|---|---|---|---|
| Restricted Stock – 02/17/2024 | 3,846 | 1,453 | 2,393 | Included in total below |
| Restricted Stock – 12/15/2024 | 12,500 | 4,919 | 7,581 | Included in total below |
| PSUs (Year 3 payout as of 12/31/2024, issued Feb 19, 2025) | 19,354 | 7,616 | 11,738 | Included in total below |
| 2024 Total – Stock Awards | 35,700 | — | — | $1,053,159 |
Outcome of 2022 PSU (Year 3 performance): earned 19,354 shares; value at issuance $569,201; unearned PSUs remaining after Year 3: 19,355 .
Equity Ownership & Alignment
Beneficial Ownership (as of April 8, 2025)
| Holder | Shares Beneficially Owned | Ownership % (Rule 13d‑3) |
|---|---|---|
| Katie A. Reinsmidt | 102,020 | <1% |
- Stock ownership guidelines: COO must hold 3x prior-year base salary within 5 years; valuation and counting rules exclude unearned PSUs/RSUs until earned/settled; hedging and pledging (including margin lending) are prohibited .
Outstanding Equity Awards at FY‑End 2024
| Award Type | Unvested/Unearned Units (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| Unvested Restricted Stock | 31,720 | $932,885 (at $29.41) | Time-vest; see vesting rules below |
| Unearned PSUs | 70,941 | $2,086,375 (at $29.41) | Based on interim metrics and dividend equivalents |
Employment Terms
- Agreement: Second Amended and Restated Executive Employment Agreement (amended Nov 2023); automatic 1‑year renewals beyond initial term .
- Severance: Double-trigger CoC; if terminated without Cause or by executive for Good Reason following a Change in Control, cash severance equals 2× (current base salary + specified target bonus amount); for Reinsmidt, cash severance modeled at $1,300,000 plus 18 months of health benefits valued at $32,808 as of 12/31/2024 .
- Death/Disability: Cash severance equals 2× then-current base salary; for Reinsmidt $700,000 plus 18 months of health benefits valued at $32,808 .
- Non-Compete/Non-Solicit: 6‑month non-compete; 1‑year non-solicit post-termination .
- AIP upon early termination: Pro‑rated target AIP may be paid in death/disability or termination other than voluntary (except Good Reason post‑CoC) or for Cause, as determined by the Compensation Committee .
Equity Treatment on Termination (12/31/2024 modeling)
| Scenario | Restricted Stock Retained (#) | Pro‑rated PSUs Earned (#) | Vesting of Equity Awards ($) |
|---|---|---|---|
| Termination without Cause | 25,470 | 51,583 (2023 and 2024 PSU grants, pro‑rated) | $2,266,129 |
| Death/Disability | 31,270 | 51,583 | $2,449,941 |
| Company termination upon Change in Control | 31,270 | See plan terms; initial 2022 PSUs forfeited if CoC before period end | $2,449,941 |
Vesting rules: Emergence RS (Dec 2021) – 50% accelerates on termination without Cause; 100% on death/disability or CoC; subsequent RS (2023, 2024) – 100% accelerates on termination without Cause, death/disability, or CoC. PSU awards allow pro‑rated performance-based payout on death/disability or termination without Cause during the performance period (with 2022 PSUs following annual performance-period rules) .
Compensation Structure Analysis
- Mix and risk: For NEOs (non‑CEO), LTIP is 60% PSUs and 40% time‑vested RS; in 2024 the PSU design increased the weighting and hurdle rates on Absolute TSR, heightening performance sensitivity and shareholder alignment .
- AIP 2025: Target bonuses up ~5%; ESG component capped at 100% of target to limit outsized payouts from qualitative metrics .
- Clawback: Policy updated Oct 2, 2023 to meet SEC/NYSE rules; applies to Section 16 officers for three prior fiscal years in case of restatement; no recoveries to date disclosed .
- Hedging/pledging: Explicit prohibitions on hedging, pledging, and margin lending using Company shares, reducing misalignment risk .
Investment Implications
- Pay-for-performance alignment: Reinsmidt’s incentives are tightly tied to TSR (70% absolute/30% relative within PSUs) plus FFO/NOI and operating execution in AIP, and 2024 AIP paid at 128% of target amid 28.5% TSR, indicating alignment with shareholder outcomes .
- Retention and change-in-control dynamics: Double‑trigger CoC protection with defined cash severance ($1.3M cash plus benefits) and equity acceleration provides retention but also clarity on potential costs in strategic scenarios; non‑compete and non‑solicit limit near‑term exit risk .
- Potential selling pressure: Scheduled RS vesting (through 2026–2027) and PSU settlements can create periodic liquidity events; 2024 vesting saw shares surrendered for taxes (not open‑market selling), partially mitigating flow-through to market supply .
- Ownership and alignment: Beneficial ownership of 102,020 shares and robust executive ownership guidelines (3× salary for COO) plus bans on hedging/pledging support alignment and reduce governance red flags .
- Execution focus: AIP emphasizes deleveraging steps (addressing property mortgage maturities), leasing volume, and development/redevelopment milestones—key levers for NOI durability in a challenged mall REIT landscape .