Michael Lebovitz
About Michael Lebovitz
Michael I. Lebovitz is President of CBL & Associates Properties, Inc. (CBL), age 61, serving as President since June 2018 after senior development roles since 1997; he was previously affiliated with Goldman Sachs from 1986–1988 . In 2024, CBL delivered a 28.5% total shareholder return, same‑center NOI growth of 0.2%, and AFFO/share of $6.69 (vs. $6.66 in 2023), alongside 90.3% occupancy and ~4.5M sf of leasing, contextualizing management performance during his tenure as President . CBL’s say‑on‑pay support was 99% in 2024, indicating broad investor approval of executive compensation design and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBL | President | Jun 2018–Present | Executive leadership of operations and execution across redevelopment, anchors, IT and HR; supports leasing/marketing/management . |
| CBL | EVP – Development & Administration | Jan 2010–Jun 2018 | Oversight of development/admin during portfolio repositioning cycles . |
| CBL | SVP – Chief Development Officer | Jun 2006–Jan 1, 2010 | Led development strategy and pipeline . |
| CBL | SVP – Mall Projects | Jan 1997–Jun 2006 | Managed mall project execution . |
| CBL | VP – Development; Project Manager | Promoted 1993; prior as PM | Early leadership in development; promotion reflects growing scope . |
| Goldman Sachs | Associate | 1986–1988 | Capital markets/finance experience preceding CBL . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jewish Community Federation of Greater Chattanooga | Past President | N/A | Community leadership . |
| Hillel (national board) | Board member (prior) | N/A | National nonprofit governance . |
| Jewish Federations of North America | National board (prior); National Campaign Chair 2010–2011 | 2010–2011 (Chair) | Sector leadership . |
| United States Holocaust Memorial Council | Member (prior) | N/A | National appointment . |
| United Way of Greater Chattanooga | Board member (prior) | N/A | Community service . |
| The McCallie School (Chattanooga) | Board member (prior) | N/A | Education governance . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 428,691 | 428,691 | 428,691 |
Notes:
- Base salaries effective January 1 each year .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome (Michael I. Lebovitz)
- Mix/weights: 60% Corporate Goals (Financial 36%, Operational 24%); 40% Individual Goals (qualitative) .
- Target AIP: $462,337; Actual Payout: $575,471 (124% of target) .
- Individual qualitative achievement: 115% for 2024 objectives (redevelopment delivery, anchor relationships, IT/HR oversight, cross‑functional involvement) .
- 2025 Target AIP increased 5% to $485,454; mix unchanged; ESG component capped at 100% of target in 2025 .
AIP Corporate Goal Metrics and 2024 Results (Company-level):
| Category | Metric | Threshold | Target | Stretch | Actual/Assessment | Payout Factor |
|---|---|---|---|---|---|---|
| Financial | AFFO (as reported) | $194.1m | $201.1m | $209.1m | $207.3m AFFO | Contributed to 122.4% combined Financial payout |
| Financial | Gross NOI (as reported) | $421.5m | $431.5m | $441.5m+ | $435.2m NOI | See above |
| Financial | Address 2024 property mortgage maturities | N/A | N/A | N/A | Evaluated at 110% achieved; all maturities addressed; proactive refinancing | See above |
| Operational | New & renewal leasing sf | 4.0m | 4.2m | 4.5m | 4.48m sf | Contributed to 143.3% Operational payout |
| Operational | Project openings + anchor deals at or near targeted returns | 7 | 9 | 12 | 3 project openings; 8 anchor deals | See above |
| Operational | ESG designated goals | 3 | 4 | 5 | All 5 completed | See above |
AIP Payout – Michael I. Lebovitz (2024):
| Component | Amount ($) | Basis |
|---|---|---|
| Corporate Goals payout | 362,796 | Financial and Operational achievements |
| Individual Goals payout | 212,675 | 115% qualitative score vs. objectives |
| Total AIP payout | 575,471 | 124% of $462,337 target |
Long-Term Incentive Program (LTIP) – 2024 Awards (granted Feb 7, 2024)
Structure: 60% PSUs; 40% time‑vesting Restricted Stock; 3‑year performance cycle for PSUs with 1‑year post‑earn vest; restricted stock vests ratably over 3 years. Beginning 2024 awards, post‑vest 2‑year holding for PSUs was removed .
| LTIP Component | Target Value ($) | Shares/Units | Key Terms |
|---|---|---|---|
| PSUs (60% weight) | 404,100 | 17,288 target PSUs | Performance on 3‑yr metrics: 30% relative TSR vs FTSE Nareit All Equity REITs – Retail (ex Freestanding); 70% absolute annualized TSR with hurdles: <6.0%=0%, 6.0%=50%, 12.0%=100%, 20.0%=200% (higher than 2023) . |
| Restricted Stock (40% weight) | 269,400 | 11,526 shares | Ratable vest over 3 years; dividends/voting during vest; full vest on death/disability/CoC; immediate vest on termination without cause for 2023/2024 awards . |
2025 LTIP calibration: Same PSU mix/metrics; absolute TSR hurdles modestly reduced (still high vs REIT peers): <5.5%=0%, 5.5%=50%, 10.0%=100%, 18.0%=200% .
Realized/vesting activity (2024)
| Event | Shares | Value |
|---|---|---|
| Shares acquired on vesting (restricted + PSU) – 2024 total | 35,700 | $1,053,159 (based on vest dates) |
| PSU Year 3 (2022 grant) earned as of 12/31/2024 | 19,354 shares | Included above; valued at $29.41/share for PvP disclosures |
Equity Ownership & Alignment
- Beneficial ownership: 57,062 shares; includes 23,730 unrestricted, 32,764 restricted; also 10 shares held by spouse and 558 in trusts for siblings’ children (disclaimed beneficial ownership). Ownership <1% of outstanding .
- Stock ownership guidelines: President must hold shares valued at 3x prior year base salary (5‑year compliance window); RSUs/PSUs count only once earned/exercised as defined; valuation per policy .
- Anti‑hedging/pledging: Company prohibits hedging, pledging and margin lending of Company shares by officers and directors .
- Clawback: Updated Oct 2, 2023 to comply with SEC/NYSE; applies to Section 16 officers for 3 years prior to restatement; no recoveries to date .
Outstanding and Scheduled Vesting (as of 12/31/2024):
| Item | Amount |
|---|---|
| Unvested restricted shares | 31,720 ($932,885 @ $29.41) |
| Unearned PSUs outstanding | 70,941 ($2,086,375 @ $29.41) |
| Scheduled restricted vesting (selected) | 12,500 on 12/15/2025; 3,846 on 2/15/2025; 3,848 on 2/15/2026; 3,842 on 2/7/2025–2027 (annual tranches) |
Employment Terms
Key terms (Second Amended and Restated Executive Employment Agreement; updated November 2023):
- Term/renewal: Initial term through Apr 1, 2024 (originally Aug 18, 2020), auto‑renews for successive 1‑year terms .
- Severance (double trigger upon CoC or without cause/for Good Reason following CoC): 2x (base salary + specified target bonus amount); Michael’s specified target bonus amount is $313,000 .
- Death/Disability: 2x base salary cash severance for Michael; continuation of health benefits (see below) .
- Benefits continuation: 18 months (CEO 24 months); Michael also eligible for Tier I Legacy Retiree Program upon retirement (30+ years service) .
- Non‑compete / Non‑solicit: 6 months / 1 year post‑termination .
Illustrative potential payments (assuming event on 12/31/2024):
| Scenario | Health Benefits Continuation ($) | Cash Severance ($) |
|---|---|---|
| Termination without Cause or for Good Reason after CoC | 56,202 | 1,483,382 |
| Death/Disability | 56,202 | 857,382 |
Equity treatment on termination (12/31/2024 assumption):
| Scenario | Equity Vesting Value ($) |
|---|---|
| Termination by Company upon Change in Control | 2,449,941 |
| Termination without Cause | 2,266,129 |
| Death/Disability | 2,449,941 |
Notes:
- Restricted stock from 2023/2024 LTIP vests fully on termination without cause, death/disability, or CoC; initial 2021 “Emergence” awards vest 50% on termination without cause .
- PSUs pay pro‑rata based on performance achieved to date for death/disability/termination without cause; 2023–2025 and 2024–2026 cycles pro‑rated; specifics in table footnotes .
Performance & Track Record Relevance
- 2024 Company performance: TSR +28.5%; same‑center NOI +0.2%; AFFO/share $6.69; occupancy 90.3%; ~4.5M sf leasing; common dividend +6.7% to $1.60 annual; ~$37m share repurchases since Aug 2023 .
- Balance sheet execution: ~$540m 2024 financing, including loan extensions and replacements, and $66m Bluegrass outlet loan; several JV transactions and dispositions .
- Michael’s 2024 objectives emphasized redevelopment delivery, anchor transactions, and IT/HR oversight; qualitative score 115% reflects execution against these priorities .
Compensation Structure Analysis
- Cash vs equity mix: 2024 shifted modest value from LTIP to AIP to better align with peers (Michael: $100k reallocated), increasing cash variability tied to annual plan outcomes .
- PSU rigor: 2024 raised absolute TSR hurdles (6%/12%/20% ann. for 50%/100%/200% payout) and weighted absolute TSR at 70% (vs 60% in 2023), heightening direct shareholder alignment; 2025 slightly reduced hurdles but remain at high end of REIT peers per consultant analysis .
- Liquidity of earned PSUs: Beginning with 2024 awards, the two‑year post‑vest holding requirement for PSUs was eliminated, increasing post‑settlement flexibility/liquidity (potentially elevating selling pressure around PSU settlement dates) .
- Governance: Independent Compensation Committee with independent consultant (Ferguson Partners); double‑trigger CoC; stringent anti‑hedging/pledging; updated clawback; strong say‑on‑pay support (99%) .
Risk Indicators & Related Party Context
- Family governance/related party: Michael is son of Chairman Emeritus and brother to CEO and an EVP; family members own CBL’s Predecessor. The Management Company and Predecessor have defined relationships approved under Company policies; Alan L. Lebovitz (brother) is EVP – Management .
- Pledging/hedging prohibition reduces alignment risk; no options repricing disclosed; updated clawback compliant with SEC/NYSE; say‑on‑pay consistently high (≥98% since 2022) .
Equity Overhang and Vesting Calendar (Trading Signal Considerations)
- Concentrated vest dates may create event‑driven liquidity: Restricted tranches for Michael scheduled on 2/15/2025, 12/15/2025, 2/15/2026, and annually on 2/7/2025–2027; PSU cycles from 2023 and 2024 grants settle after 3‑year periods (then one‑year cliff vest), adding potential supply near certification/settlement/vesting .
- 2024 vesting behavior: Tax withholding on vesting reduced net shares retained (e.g., 7,616 withheld on 2024 PSU settlement), a typical pattern around vest events .
Equity Ownership Snapshot (Beneficial)
| Holder | Shares | Notes |
|---|---|---|
| Michael I. Lebovitz | 57,062 (<1%) | 23,730 unrestricted; 32,764 restricted; 10 spouse; 558 trusts (disclaimed) . |
Employment Terms Summary (Selected)
| Provision | Summary |
|---|---|
| Severance multiple | 2x (base + specified target bonus) for CoC double trigger or termination without cause; Michael’s specified target bonus = $313,000 . |
| Health benefits | 18 months continuation; Tier I retiree medical eligibility (30+ yrs) for Michael . |
| Covenants | 6‑month non‑compete; 1‑year non‑solicit . |
| Equity on termination | Full vest on death/disability/CoC; immediate vest (post‑2023 awards) or 50% (Emergence awards) on termination without cause; PSU pro‑rata rules apply . |
Investment Implications
- Alignment: Heavy PSU weighting (70% absolute TSR; 30% relative TSR) and sustained say‑on‑pay support indicate strong shareholder alignment; anti‑hedging/pledging and ownership guidelines further support alignment .
- Event risk and supply: Known restricted vest schedules and PSU settlement windows create identifiable dates for potential selling pressure, especially after elimination of the 2‑year post‑vest holding for PSUs starting 2024 awards; monitor February and December vesting windows and PSU certification periods for flows .
- Retention: Auto‑renewal, moderate non‑compete, and meaningful severance protections (plus retiree medical eligibility) suggest manageable retention risk for a long‑tenured, family‑connected executive .
- Pay mix shift: 2024 reallocation from LTIP to AIP slightly increases near‑term cash variability but retains strong long‑term performance linkage; continued focus on AFFO, NOI, leasing, balance sheet, and ESG in AIP targets aligns with REIT value drivers .
- Governance/related parties: Family presence and Predecessor relationships are disclosed and governed by policy; independent committees and consultant oversight mitigate governance risk; continued monitoring appropriate .