Anthony Maretic
About Anthony Maretic
Anthony Maretic, 53, is Chief Financial Officer, Secretary and Treasurer of City Office REIT (CIO), serving since the company’s April 2014 IPO; he is a Chartered Professional Accountant with a B.Comm from the University of British Columbia . Under his tenure, CIO’s 2024 total stockholder return (TSR) was -2.7% and five-year TSR was -41.7% (through 12/31/2024), reflecting sector headwinds; 2023 TSR was -19.5% and five-year TSR -14.6% (through 12/31/2023) . 2024 operating execution included 806k sf of leasing (+35% YoY), occupancy up to 85.4%, Same Store Cash NOI +0.1%, and cash re-leasing spreads of +5.9% . As part of CIO’s pending merger, management (including the CFO) agreed employment will terminate at closing, increasing near-term retention risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City Office REIT, Inc. | Chief Financial Officer, Secretary and Treasurer | 2014–present | Public-company CFO since IPO; principal financial and accounting officer . |
| Earls Restaurants Ltd. | Chief Operating Officer and Chief Financial Officer | 2006–2013 | Led finance and operations at a large North American restaurant group . |
| U.S.-based senior living facilities (portfolio) | Chief Financial Officer | 2005–2006 | Real estate-related healthcare finance leadership . |
| BentallGreenOak predecessor | Financial management positions | Not disclosed | Institutional real estate advisory finance experience . |
External Roles
- No public-company directorships or external board roles disclosed for Mr. Maretic in CIO’s proxy biography .
Fixed Compensation
- Structure: Below-market base salary with higher at-risk mix per CIO’s pay philosophy .
- Latest base salary: $400,000 in 2023 and 2024 .
Multi‑year reported compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 350,000 | 350,000 | 694,783 | 41,826 | 1,436,609 |
| 2023 | 400,000 | 406,140 | 497,140 | 40,146 | 1,343,426 |
| 2024 | 400,000 | 483,500 | 437,578 | 37,527 | 1,358,605 |
Notes:
- “Stock Awards” include RSUs and Performance RSUs (PRSUs), measured at grant-date fair value per ASC 718 .
- CIO does not provide pensions, deferred compensation/SERP, extensive perquisites, or tax gross‑ups; hedging in CIO equity is prohibited and an exchange‑compliant clawback policy applies .
Performance Compensation
Annual cash incentive (2024):
- Paid $483,500 based on Committee scoring across defined objectives; the program can range 0–200% of salary . 2024 evaluation cited leasing execution (806k sf), occupancy gains, SSS NOI +0.1%, positive re-leasing spreads, liquidity preservation and debt renewals; TSR was 3rd quartile vs office REIT index; Core FFO and NOI finished within revised guidance after a major tenant downsizing .
Long‑term equity incentives (LTI):
- Time‑based RSUs: 30,537 granted on 1/24/2024 (vest ratably over 3 years; dividend equivalents accrue and vest with underlying units) . Value $166,427 .
- Performance RSUs (PRSUs): 45,806 granted in 2024 (measurement 1/1/2024–12/31/2026; payout 50% at 30th percentile TSR, 100% at 50th, 150% at ≥75th vs office REIT peer set; cliff vest at end of period; dividend equivalents delivered at vest on actual earned shares) . Grant-date fair value $249,643 .
- 2022 PRSU cycle (1/1/2022–12/31/2024) earned at 50% of target based on TSR at the 26th percentile; Maretic earned 7,500 shares plus 2,056 dividend-equivalent RSUs at vest .
- 2025 YTD grants for 2024 performance: 29,581 RSUs and 44,371 PRSUs approved (PRSUs measure 1/1/2025–12/31/2027) .
2024 incentive architecture and outcomes
| Metric category | Weighting approach | Target constructs | 2024 actuals cited | Payout link | Vesting mechanics |
|---|---|---|---|---|---|
| Operational targets | Pre-set, multi-point scorecard | Leasing volume/terms, occupancy, SSS NOI, project delivery, G&A efficiency | 806k sf total leases; occupancy to 85.4%; SSS Cash NOI +0.1%; positive cash re-leasing spreads +5.9% | Contributed to cash bonus $483,500 | N/A (cash) |
| Share performance & liquidity | Relative TSR vs office REITs; liquidity/debt | 1-yr and 5-yr TSR vs index; preserve liquidity, refinance loans | 2024 TSR -2.7%; 5-yr TSR -41.7%; loan renewals on two properties; unencumbered assets maintained | Reflected in cash bonus | PRSUs vest at 3 yrs by relative TSR (50/100/150%) |
| Financial measures | Plan-based FFO/NOI, dividend coverage, leverage | Core FFO, portfolio NOI, coverage, leverage | Ended within revised guidance; dividend covered in aggregate; leverage goals achieved | Reflected in cash bonus | N/A |
| Acquisition/divestiture | Capital recycling, value unlock | Position assets, de-risking, dispositions | Superior Pointe sale (closed after year-end); redevelopment planning advanced | Reflected in cash bonus | N/A |
| Capital markets/ESG/IR | Relationships, ESG ratings, investor outreach | Strengthen banks/IR; maintain/improve ESG | Maintained ISS ESG Corporate Rating; continued IR and bank engagement | Reflected in cash bonus | N/A |
Equity Ownership & Alignment
- Beneficial ownership: 227,778 common shares as of 2/20/2025 (under 1% of shares); CIO had 40,358,240 shares outstanding as of that date (≈0.56% ownership by calculation) .
- Prior year comparison: 208,634 shares as of 2/22/2024 (also under 1%) .
- Unvested equity outstanding at 12/31/2024: 149,848 RSUs/PRSUs (market value $827,161 at $5.52/share) .
- Stock ownership guidelines: CFO must hold shares equal to 3x base salary .
- Hedging/derivatives: Prohibited for officers/directors under corporate policy .
Ownership table
| Metric | 2023 (as of 2/22/2024) | 2024 (as of 2/20/2025) |
|---|---|---|
| Common shares beneficially owned | 208,634 | 227,778 |
| % of shares outstanding | <1% (40,154,055 out. shares) | <1% (40,358,240 out. shares) |
| Unvested RSUs/PRSUs (12/31 year-end) | 114,116 units; $697,249 @ $6.11 | 149,848 units; $827,161 @ $5.52 |
| Ownership guideline multiple (CFO) | 3x salary | 3x salary |
| Hedging policy | Hedging prohibited | Hedging prohibited |
Note: Pledging is not described in the cited sections; hedging/derivative transactions are prohibited .
Employment Terms
Key agreements (original 2018; amended 2019 and 2021) include severance and change‑in‑control (CoC) protections, with immediate vesting of equity under specified conditions .
-
Termination without Cause / Resignation with Good Reason:
- Cash: 1x base salary; average bonus (prior 2 yrs); prorated current-year bonus; average equity grant value (prior 2 yrs); 12 months health coverage; immediate vesting of outstanding equity .
- Estimated as of 12/31/2024 for Maretic: Total $1,651,569 (Base $400,000; Avg bonus $378,070; Prorated bonus $406,140; Avg equity grant $467,359; health $0) .
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Change in Control:
- Immediate vesting of all equity at CoC; if resign for Good Reason within 12 months post‑CoC: 2x base salary; 2x average bonus (prior 2 yrs); prorated current-year bonus; 2x average equity grant value (prior 2 yrs); 12 months health coverage .
- Estimated as of 12/31/2024 for Maretic: Total $2,896,998 (2x base $800,000; 2x avg bonus $756,140; Prorated bonus $406,140; 2x avg equity grant $934,718; health $0) .
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Clawback policy: Dodd‑Frank compliant, adopted Nov 8, 2023, covering cash and equity incentive compensation in restatement scenarios .
-
Retention/transition: In the pending Morning Calm/Elliott transaction, the company disclosed that management’s employment will terminate at merger closing (no management participation/employment at the combined company), elevating transition risk .
Compensation Committee, Peer Practices, and Say‑on‑Pay
- Compensation Committee: Independent directors Mark Murski (Chair), Sabah Mirza, and John Sweet; administers EIP, sets goals, and approves awards .
- Market data: Uses NAREIT/Ferguson survey and office REIT and size‑based cohorts; aims for below‑market base with at‑risk upside .
- Say‑on‑Pay: 2024 approval >81%; one‑year vote cadence affirmed (2020 vote) .
Investment Implications
- Pay-for-performance alignment: High at‑risk mix with relative TSR PRSUs (60% of LTI) and three‑year cliff vesting promotes long‑term alignment; 2022–2024 PRSUs paid at 50%, consistent with underperformance vs peers . Positive for discipline, but indicates pressure to improve relative returns.
- Potential near-term selling/float impact: CoC terms provide immediate vesting of all equity at closing; combined with management departures, this can create mechanical supply from share settlements and tax withholding around the transaction . Monitor merger timeline and any related equity settlement disclosures.
- Retention risk/leadership transition: Management employment termination upon merger heightens execution risk through close; however, severance and accelerated vesting reduce personal downside, which can dilute retention incentives pre‑close .
- Ownership alignment: CFO beneficial ownership rose to 227,778 shares and unvested equity of ~150k units supports alignment; guideline requires 3x salary ownership; hedging prohibited; no explicit pledging disclosure in cited sections .
- Governance: No tax gross‑ups, no pension/SERP, formal clawback, and a robust ownership policy are shareholder‑friendly features; 2024 say‑on‑pay support >81% signals acceptable investor sentiment toward the program despite TSR headwinds .