Robert Gifford
About Robert G. Gifford
Independent director since 2021 (age 68); Chair of the Compensation Committee and member of the Audit Committee. Former President & CEO of AIG Global Real Estate (2009–2016) and Principal at AEW Capital Management for 22 years. Education: BA, Dartmouth College; Master’s in Public & Private Management, Yale School of Management. Audit Committee financial expert designation; affirmed independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG Global Real Estate | President & CEO | 2009–2016 | Led global real estate platform |
| AEW Capital Management | Principal; leadership in acquisitions, capital markets, portfolio/asset management | 22 years | Capital raising, asset management responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lehman Brothers Holding Inc. | Director | Current | Board service |
| Retail Properties of America (NYSE: RPAI) | Director | 2016–2021 | Prior REIT board |
| Liberty Property Trust (NYSE: LPT) | Director | 2018–2020 | Prior REIT board |
| Milhaus (private) | Advisory Board member | Current | Private multifamily developer |
Board Governance
- Committee assignments: Chair, Compensation; Member, Audit; Audit financial expert .
- Independence: Board affirmed independence; origin via Ad Hoc Bondholder Group’s search considered and not deemed to impair independence .
- Attendance and engagement:
- Board met 6 times in 2024; each director attended >75% of board/committee meetings .
- Independent directors held 6 executive sessions in 2024 .
- Committee activity levels (2024):
- Audit Committee: 5 meetings .
- Compensation Committee: 3 meetings .
Fixed Compensation (Director)
| Component | Amount | Basis |
|---|---|---|
| Annual cash retainer | $75,000 | Non-Employee Director fee schedule |
| Compensation Committee Chair fee | $20,000 | Chair fee replaces member fee |
| Audit Committee member fee | $15,000 | Committee member fee |
| Total cash earned (2024) | $110,000 | Reported in Director Compensation Table |
Performance Compensation (Director Equity)
| Grant Date | Shares Granted | Grant FV per Share | Total Grant Value | Vesting | Rights |
|---|---|---|---|---|---|
| Dec 15, 2024 | 4,017 | $31.12 | $125,009 | Vests Jan 1 following the Annual Service Period | Dividends and voting rights during restriction |
Non-Employee Director equity grants are time-vested restricted stock for prospective service; no performance metrics are used for director equity awards .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; all members independent; no reciprocal executive board relationships disclosed .
- Conflict management: Related party transactions ≥$120,000 require Nominating/Corporate Governance Committee review; charter includes provisions recognizing director/officer overlap with similar businesses with board-level approval required under DGCL .
Expertise & Qualifications
- Commercial real estate and capital markets expertise; corporate restructuring and governance exposure; risk oversight and financial literacy; audit/accounting familiarity; human capital/compensation governance through committee leadership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Apr 8, 2025) | 17,408 shares | “Less than 1%” of outstanding |
| Unrestricted shares | 13,391 | Directly owned |
| Restricted shares | 4,017 | 2024 Non-Employee Director award under EIP |
| Ownership guidelines | ≥5x annual cash retainer within 5 years of Nov 10, 2022 or board start | Valuation and compliance testing methodology specified; RSUs/PSUs only count when earned/settled |
| Hedging/pledging | Prohibited for directors | Anti-hedging; governance highlights include prohibition against pledging/margin lending |
Insider Trades
| Item | Count/Detail | Source |
|---|---|---|
| Late Section 16 filings (2024) | 2 Form 4s (one transaction each) filed late | Delinquent Section 16(a) Reports |
Compensation Committee Analysis (as Chair)
- Independent consultant: Ferguson Partners engaged; independence confirmed; advises on design, peer benchmarking, pay mix .
- Peer group for benchmarking (2024–2025): AKR, CTO, IVT, KRG, PECO, ROIC, SITC, SKT, MAC, UE; updated for transactions; target hurdles positioned at high end for REIT peers .
- Say-on-Pay approval: 99% in 2024; ≥98% for prior two years, signaling shareholder support of pay-for-performance .
- Clawback: Policy updated Oct 2, 2023 to comply with SEC/NYSE; 3-year lookback on restatements .
Governance Assessment
- Positives:
- Independent director; audit committee financial expert; chairs key Compensation Committee; fully independent committee structures .
- Robust governance policies: director resignation policy, minimum stock ownership for directors (≥5x cash retainer), anti-hedging/pledging, annual evaluations, independent chair structure .
- Compensation oversight anchored by independent consultant; strong say-on-pay outcomes indicate investor alignment .
- Watch items / potential conflicts:
- Two late Form 4 filings in 2024 (process discipline risk though immaterial in scale) .
- Origin via Ad Hoc Bondholder Group in post-Ch11 process considered by Board; independence affirmed but investors may monitor overlapping interests across capital structures .
- Charter permissive stance on overlapping activities requires continued vigilance and formal approvals under related-party policy .
Overall: Gifford’s deep REIT/real estate capital markets background, audit literacy, and chairing of compensation are positives for board effectiveness. Policy architecture (ownership, anti-hedging/pledging, clawback) supports alignment; minor filing timeliness issues noted but not pervasive .