Stephen Lebovitz
About Stephen Lebovitz
Stephen D. Lebovitz, 64, is Chief Executive Officer of CBL & Associates Properties, Inc. and has served as a director since the company’s 1993 IPO; he became CEO in 2010 after prior roles including President and Secretary, EVP Development/Acquisitions, and other senior leadership positions (joined CBL’s predecessor in 1988). He holds a BA in Political Science from Stanford and an MBA from Harvard; early career experience includes Goldman Sachs (1984–1986). In 2024, CBL delivered 28.5% total shareholder return, AFFO/share of $6.69 (from $6.66), Gross NOI $435.2M, 90.3% occupancy, 4.5M SF of leasing and raised the annual dividend to $1.60, aligning with pay-for-performance metrics emphasized in AIP and PSU plans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBL & Associates Properties, Inc. | Chief Executive Officer; previously President and Secretary; EVP Development/Acquisitions; EVP Development; SVP roles in New England Office, Community Center Development; Treasurer | Director since 1993; CEO since 2010; joined predecessor 1988 | Led post‑reorg strategy and capital actions; long-tenured operator of retail real estate platform |
| Goldman, Sachs & Co. | Affiliated (pre‑CBL) | 1984–1986 | Capital markets grounding; relationships with financial stakeholders |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| International Council of Shopping Centers (ICSC) | Chairman | May 2015 – May 2016 | Prior Trustee and Divisional VP (2002–2008) |
| NAREIT | Advisory Board of Governors (former) | — | Industry advocacy/governance experience |
| First Horizon Bank, N.A. | Advisory Director | Current | Regional financial expertise/network |
Fixed Compensation
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (CEO) | $719,442 | $719,442 | $719,442 |
Performance Compensation
2024 Annual Incentive Program (AIP) – CEO
| Component | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Financial Goals (AFFO, Gross NOI, address mortgage maturities) | 42% | AFFO $201.1M; NOI $431.5M; address maturities | AFFO $207.3M; NOI $435.2M; maturities addressed (110%) | 122.4% of component |
| Operational Goals (Leasing SF, projects/anchor deals, ESG goals) | 28% | 4.2M SF; 9 transactions; 4 ESG goals | 4.48M SF; 11 transactions; 5/5 ESG | 143.3% of component |
| Individual Goals (qualitative) | 30% | Strategic plan, team, Board coordination, key relationships | Assessed at 115% | 115% |
| Total AIP Cash Award | — | $1,403,216 | $1,768,731 | 126% of target |
Notes: 2025 AIP targets increased 5%; CEO target $1,473,377; ESG subcomponent capped at 100% for 2025 .
Long-Term Incentive Program (LTIP) – Structure and Grants
- Design: Mix of PSUs and time-vesting restricted stock; CEO weighting skewed to performance (PSUs 70% of LTIP in 2024/2025; time-based 30%) .
- PSU metrics and hurdles:
- Relative TSR vs FTSE NAREIT All Equity Retail (ex Free-Standing): 30% weight; 30th/50th/75th percentile for 50%/100%/200% payout .
- Absolute annualized Company TSR: 70% weight; 2024 cycle thresholds 6%/12%/20%; 2025 adjusted to 5.5%/10%/18% (still high-end REIT hurdles) .
- Vesting: PSU shares issued after 3-year performance period then cliff vest 1-year later; time-vested RS vests ratably over 3 years; double-trigger CoC and pro‑rata provisions for death/disability/termination without cause; 2025 adds retirement pro‑rata discretion .
| Award Year | Target LTIP Value | PSU Value (70%) | Target PSUs | Time-Based RS (30%) | RS Shares |
|---|---|---|---|---|---|
| 2024 | $1,556,500 | $1,089,550 | 46,612 | $466,950 | 19,977 |
| 2025 | $1,556,500 | $1,089,550 | 35,318 | $466,950 | 15,136 |
PSU Outcomes In-Flight: 2022 PSU tranche Year 3 earned at 100% of that year’s goals, issuing 116,127 shares to CEO (value at $29.41/share) .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 402,053 shares; 1.3% of shares outstanding |
| Breakdown | 289,071 unrestricted; 112,686 restricted; 296 in family trust (disclaimed) |
| Unvested RS (12/31/24) | 113,441 shares; vests: 75,000 on 12/15/2025; 9,231 on 2/15/2025; 9,233 on 2/15/2026; 6,659 on 2/7 in 2025–2027 |
| Unearned PSUs (12/31/24) | 245,846 units (market value basis shown in proxy at $29.41) |
| 2024 Stock Vested | 200,358 shares; value realized $5,991,608; includes 116,127 PSU payout with 45,696 shares withheld for taxes (not open market selling) |
| Ownership Guidelines | CEO must own ≥6x prior year base salary within 5 years; robust executive and director minimums |
| Hedging/Pledging | Prohibited: hedging, pledging, margin lending, derivatives etc. for officers/directors |
Employment Terms
| Term | Key Economics / Protection |
|---|---|
| Agreement Term | Initial through Apr 1, 2024 with auto one‑year renewals |
| Base Salary | $719,442; changes at Compensation Committee discretion, not >5% decrease |
| Annual Bonus | Participates in AIP; structure set by Compensation Committee |
| LTIP | Participates per 2021 Equity Incentive Plan; PSU/RS mix |
| Severance – CoC (Double Trigger) | If terminated without Cause or for Good Reason following CoC: 2x (base salary + specified target bonus amount). CEO target bonus amount for severance = $953,000; total cash severance $3,344,884 plus 24 months health benefits ($43,744 est.) |
| Death/Disability | 1x base salary + $953,000 for CEO; 24 months health benefits |
| Non-Compete / Non-Solicit | Non-compete 6 months; non-solicit 1 year |
| Equity Treatment | RS: full vest on termination without cause, death, disability, or CoC (with legacy emergence award 50% on without cause); PSUs: pro‑rata based on performance to termination for death/disability/without cause; double trigger mechanics around CoC |
Board Governance
- Role and Tenure: Director since 1993; not independent due to CEO status; no committee memberships .
- Board Structure: Independent Non‑Executive Chair (David Contis); 6 of 7 directors independent; separate Chair and CEO; six independent‑director executive sessions in 2024 .
- Attendance/Committees: Board met six times in 2024; committees (Audit, Compensation, Nominating/Corporate Governance) fully independent and active .
Performance & Track Record (Company under CEO tenure, selected 2024 highlights)
| Measure | 2024 |
|---|---|
| Total Shareholder Return | 28.5% |
| AFFO per share | $6.69 vs $6.66 prior year |
| Gross NOI | $435.2M |
| Occupancy | 90.3% (12/31/24) |
| Leasing Volume | ~4.5M SF; +5.8% rent on small-space comps |
| Dividend | Raised 6.7% to $1.60 annual rate |
| Buybacks | >$37M since Aug 2023 authorization |
| Balance Sheet Actions | Multiple extensions/refis; new non‑recourse loans; Bluegrass $66M 10‑yr loan at 6.84% |
Context/Risk: Company filed Chapter 11 on Nov 1, 2020 and emerged Nov 1, 2021; Board states this is not material to evaluating officer integrity; disclosure acknowledges Successor/Predecessor financial comparability limitations .
Compensation Structure Analysis
- Mix and Alignment: CEO pay emphasizes performance equity (PSUs 70% of LTIP in 2024/2025) with tougher absolute TSR hurdles in 2024, modestly reset in 2025 but still at high end vs REIT peers—maintains alignment with shareholder value creation .
- Cash vs Equity Shift: 2024 reallocated some LTIP value to AIP to better match peer pay mix; CEO $300,000 shifted; AIP target increased (5%) to maintain competitiveness .
- Outcomes vs Goals: 2024 corporate metrics exceeded target (AFFO/NOI), operational goals above stretch; CEO qualitative 115%; total AIP at 126%—evidence of pay following measured performance .
- Governance Safeguards: Updated clawback (SEC/NYSE compliant), prohibition on hedging/pledging, strong stock ownership guidelines, double-trigger CoC .
Equity Ownership & Insider Selling Pressure
- Upcoming Vesting Overhang: 113,441 RS scheduled through 2027 (largest 75,000 in Dec 2025); 245,846 unearned PSUs outstanding at 12/31/24 .
- Form of Settlement: 2024 vesting included significant tax share withholding (e.g., 45,696 shares withheld on PSU payout), which is not open-market selling—neutral for price pressure relative to discretionary sales .
- Policy Constraints: Hedging/pledging banned, reducing misalignment/forced-sale risk; ownership guideline (≥6x salary) encourages retention .
Related Party & Governance Considerations
- Family/Intra-Company Linkages: The Lebovitz family owns 100% of CBL’s predecessor entity; certain predecessor/joint venture relationships exist (e.g., Avenues LP fees; $157,669 to Management Company; $90,000 reimbursements) with oversight and policies governing approvals .
- Management Company Ownership: The Operating Partnership (CBL) owns 100% of Holdco II, which owns 100% of the Management Company stock (aligns service entity with the REIT) .
- Large Shareholders/Board Dynamics: Canyon Capital (27.4%) and Oaktree (9.6%) are significant holders; an Ad Hoc Bondholder Group influenced independent director recruitment post-reorg; independence vetted .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2024 | 99% |
| 2023 | 98% |
| 2022 | 98% |
| 2021 | 93% |
| 2020 | 92% |
Director Service, Committees, and Dual‑Role Implications
- Board Service History: Director since 1993; CEO since 2010 .
- Committee Roles: None (non‑independent executive director) .
- Dual‑Role Considerations: Separation of Chair and CEO with independent chairmanship, fully independent key committees, frequent executive sessions mitigate governance concerns tied to CEO-director dual role .
Employment Terms (Severance/Change‑in‑Control Economics)
| Scenario | Cash | Benefits | Equity Treatment |
|---|---|---|---|
| CoC + termination without Cause / for Good Reason (double trigger) | 2x(base + specified target bonus $953k) = $3,344,884 | 24 months health ($43,744 est.) | RS full vest; PSUs pro‑rata (per award terms) |
| Death/Disability | 1x base + $953k = $1,672,442 | 24 months health ($43,744 est.) | RS full vest; PSUs pro‑rata |
| Termination without Cause (no CoC) | — | Health continuation per policy | RS full vest (post‑2023 grants); Emergence RS 50% vest; PSUs pro‑rata |
Risk Indicators & Red Flags
- Bankruptcy History: Company Chapter 11 in 2020; emerged 2021; officers served at time—requires continued monitoring of leverage and capital structure .
- Related Party Complexity: Predecessor/family interests and joint venture fee arrangements—mitigated by board policy oversight but noteworthy .
- Option/Grant Repricing: No evidence of repricing; PSU hurdles tightened in 2024; 2025 hurdles adjusted but remain stringent .
- Tax Gross‑Ups/Perqs: Aircraft personal usage treated as perquisite; CEO $294,925 attributed in 2024, with reimbursement policy framework; monitor optics .
Compensation Peer Group (benchmarking)
Peers used in 2024/2025 include AKR, CTO, IVT, KRG, PECO, ROIC, SITC, SKT, MAC, UE; RPT removed post‑acquisition; CTO added in 2024 .
Expertise & Qualifications
- Education: BA (Stanford), MBA (Harvard) .
- Industry Leadership: ICSC Chair (2015–2016), prior NAREIT governance roles .
- Capital Markets: Early Goldman Sachs experience; oversight of balance sheet initiatives and transactions .
Investment Implications
- Alignment: High proportion of performance equity (PSUs 70% of LTIP) with demanding TSR hurdles, robust ownership rules, and anti‑hedging/pledging policies signal strong alignment with shareholders .
- Overhang/Flow: Material scheduled vesting (notably Dec 2025) and PSU overhang could create technical supply, but historical tax withholding rather than discretionary selling mitigates price pressure risk; monitor Form 4s around vest dates .
- Execution Track: 2024 outperformance on AIP metrics (AFFO/NOI/leasing) and balance sheet actions underpin pay outcomes; continued delivery against 2025 AIP/PSU hurdles is key to sustained value creation .
- Governance: Separation of Chair/CEO, fully independent committees, strong say‑on‑pay results (99% in 2024) reduce governance discount, though related party structure warrants ongoing oversight .