Gregory Tylee
About Gregory Tylee
Gregory Tylee, age 53, is Chief Operating Officer and President of City Office REIT (CIO) and has served in this role since the company’s IPO in April 2014; he holds a bachelor’s degree in accounting from Brock University and is a chartered accountant, with over 20 years of real estate experience and more than $4.0 billion of transaction experience across acquisitions and development . CIO’s 2024 operating performance included 806,000 sq ft of leasing (+35% YoY), occupancy improvement to 85.4%, 5.9% cash re-leasing spreads, and +0.1% Same Store Cash NOI, while total shareholder return (TSR) was -2.7% in 2024 and -41.7% over five years, contextualizing incentive outcomes for senior management, including Tylee .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Second City Real Estate | Joined as Managing Director-level executive leading U.S. acquisitions | May 2010–Apr 2014 | Sourcing/underwriting/acquiring U.S. properties; deep relationships with operators, lenders and brokers |
| Bosa Properties Inc. | VP of Acquisitions; President | May 2008–Oct 2012 | Led growth via new acquisitions; broad leadership across a 400+ employee development company |
External Roles
- No external public company directorships or other external roles are disclosed in his proxy biography .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | $525,000 | $525,000 | Base salaries reviewed biennially; next adjustment occurred Jan 1, 2025 (amount not disclosed here) |
| Annual cash incentive paid ($) | $551,250 | $656,250 | Determined vs. pre-set Performance Objectives; committee discretion applies |
| Annual cash incentive opportunity (policy) | — | 0–200% of base salary | Applies to NEOs, including Tylee; payout varies with performance vs. objectives |
Performance Compensation
Equity awards granted for 2024 performance (granted in 2024)
| Award type | Grant date | Units | Grant-date fair value ($) | Vesting and mechanics |
|---|---|---|---|---|
| Time-vesting RSUs | Jan 24, 2024 | 73,289 | $399,425 | Vest in 3 equal annual installments on each of the first three anniversaries of the grant date; dividend equivalents accrue and vest on same schedule; vest in full upon termination without Cause under award agreement |
| Performance RSUs (2024–2026 TSR) | Jan 24, 2024 | 109,934 | $599,140 | 3-year cliff vesting based on relative TSR vs. office REIT peer group: 50% payout at 30th percentile, 100% at 50th, 150% at 75th; linear interpolation; dividend equivalents paid at vest based on earned shares; certain Change of Control/Covered Termination protections as outlined |
Additional in-year dividend-related RSUs credited in 2024 on declared dividends: 10,531 RSUs; these follow the same vesting as the underlying time-vesting RSUs .
2022 PSU cycle payout (measurement 2022–2024, vested in 2024)
| Award cycle | Target PSUs | Actual PSUs earned | Payout basis |
|---|---|---|---|
| 2022 grant (Jan 1, 2022–Dec 31, 2024) | 37,500 | 18,750 | Paid at 50% of target based on CIO TSR of -61.3% at 26th percentile vs. 2022 peer group; dividend equivalents also credited in-kind (5,141) |
2025 YTD equity awards (approved for 2024 performance; will report in 2025 SCT)
| Award type | Grant date | Units |
|---|---|---|
| Time-vesting RSUs | Jan 23, 2025 | 60,000 |
| Performance RSUs (2025–2027 TSR) | Jan 23, 2025 | 90,000 |
| Notes: 3-year performance period 1/1/2025–12/31/2027 for PSUs; details per program . |
Performance plan framework
- Performance areas and examples: Operational (leasing, occupancy, Same Store Cash NOI, G&A ratio), Share performance/liquidity (1Y & 5Y TSR vs. office REITs; liquidity/refinancing), Financial (Core FFO per share, NOI, dividend coverage, leverage), Portfolio actions (recycling/dispositions/redevelopment), Capital markets/ESG/IR (relationships, disclosures, ratings) .
- Relative weighting: Objectives are measured 0–200% with 100% target; committee may adjust for special achievements/negative factors .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/20/2025) | 615,710 common shares; equals ~1.5% of outstanding shares (40,358,240) |
| Unvested equity at 12/31/2024 | 369,738 unvested RSUs/PSUs (incl. dividend equivalents); market value $2,040,954 at $5.52/share |
| Stock ownership guidelines | COO/President must hold ≥3x base salary in CIO stock; NEO guideline policy adopted by Board |
| Hedging/pledging | Hedging prohibited for officers/directors/families/controlled vehicles; insider trading policy with pre-clearance and window trading; the proxy discloses hedging prohibition but does not expressly state a pledging prohibition |
| Options | Company has not granted stock options since IPO |
Employment Terms
| Trigger | Cash severance | Equity treatment | Other |
|---|---|---|---|
| Termination by Company without Cause or resignation with Good Reason | Lump sum: 1x base salary; plus average annual cash bonus for prior two fiscal years; plus prorated prior-year bonus for days served in current year; plus average EIP grant value for prior two fiscal years | Immediate vesting of all outstanding awards under EIP | 12 months group health plan coverage; release required |
| For Tylee: Estimated as of 12/31/2024 | Base $525,000; Avg bonus $513,125; Prorated bonus $551,250; Avg equity grant value $1,129,154; Health $0; Total $2,718,529 | Immediate vesting (values not shown in this row; see equity balances above) | |
| Death or Disability | Cash: N/A beyond accrued amounts; Equity: Full vesting of all outstanding awards | For Tylee, 369,738 units vest (value $2,040,954 at $5.52) | Release required; disability provision includes continued vesting unless employed elsewhere in the business |
| For Cause or voluntary resignation (no Good Reason) | Accrued only; no severance; no additional benefits | No acceleration | — |
Change-of-control mechanics: PSU agreements specify vesting treatment upon certain Changes of Control or a Covered Termination (definitions and details in PSU award agreements); absent such events, PSUs vest based on relative TSR at the end of the 3-year period, with dividend equivalents delivered at vest on earned shares .
Performance & Track Record
- 2024 operations: 806,000 sq ft of leasing (+35% vs. 2023), occupancy improved to 85.4%, cash re-leasing spread 5.9%, Same Store Cash NOI +0.1% .
- Portfolio actions: Two property loan renewals; Superior Pointe sale signed in 2024 and closed after year-end; advanced 49‑story mixed-use redevelopment entitlements at City Center (St. Petersburg, FL) .
- TSR: 2024 TSR -2.7% vs. Dow Jones U.S. Real Estate Office Index +4.2%; 5-year CIO TSR -41.7% vs. index -31.6% .
Compensation Structure Analysis
- Mix shift: Tylee’s cash bonus rose from $551,250 (2023) to $656,250 (2024), while equity grant-date fair value declined from $1,203,940 (2023) to $1,054,368 (2024); 2022 equity was elevated at $2,067,352 due to one-time special awards tied to the 2021 Sorrento Mesa disposition .
- Annual incentive construct remains performance-heavy with potential range of 0–200% of base salary; long-term equity is structured 40% time-vesting RSUs and 60% PSUs (continued for 2024) .
- Governance features: Clawback policy adopted Nov 8, 2023 (Rule 10D‑1); no pension/SERP/deferred comp; no tax gross-ups; hedging prohibited; no stock option grants since IPO .
Summary Compensation – Gregory Tylee
| Year | Salary ($) | Bonus ($) | Stock awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 475,000 | 475,000 | 2,067,352 | 101,188 | 3,118,540 |
| 2023 | 525,000 | 551,250 | 1,203,940 | 98,198 | 2,378,388 |
| 2024 | 525,000 | 656,250 | 1,054,368 | 91,017 | 2,326,635 |
Equity Ownership & Vesting Pressure Detail
| Metric | Amount | Date/Context |
|---|---|---|
| Beneficial ownership | 615,710 shares (1.5% of outstanding) | As of Feb 20, 2025; shares outstanding 40,358,240 |
| Unvested equity | 369,738 units ($2,040,954 @ $5.52) | As of Dec 31, 2024; includes RSUs/PSUs with dividend equivalents |
| 2024 RSU dividends (time-based) | 10,531 additional RSUs | Granted in connection with declared dividends in 2023–2024; same vesting as underlying RSUs |
| 2024 PSU dividends (performance-based) | In-kind DERs accrue, payable at vest based on earned shares | DER units accrue during 2024 (examples disclosed); vest at end of performance period |
Note: The company’s hedging prohibition and pre-clearance/window policy mitigate inappropriate trading; the proxy does not expressly disclose a pledging prohibition .
Compensation Peer Group & Say-on-Pay
- Benchmarking: Compensation evaluated using NAREIT/Ferguson Partners survey data across office REITs and REITs < $1.5B TEV; philosophy targets below-average base with higher at-risk pay for performance .
- Say-on-Pay 2024 (for 2023 comp): >81% approval; no significant program changes implemented in 2024 as a result .
Risk Indicators & Red Flags
- Pay outcomes aligned with weak multi-year TSR: 2022–2024 PSU cycle paid at 50% of target based on 26th percentile TSR result, indicating downside sensitivity in performance equity .
- Severance terms include immediate vesting of all outstanding awards on a no‑cause/Good Reason separation, which increases potential cost/alignment risk; however cash severance is limited to ~1x base plus bonus averages and average EIP grant value (see totals) .
- Hedging prohibited; clawback policy in place since 2023; no stock option repricing risk as company has not granted options since IPO .
Investment Implications
- Alignment: Tylee’s pay mix is meaningfully at‑risk via PSUs (60% of LTI) with relative TSR gates; 2022 cycle’s 50% payout evidences downside accountability amid sector headwinds .
- Supply/vesting overhang: Significant unvested equity (369,738 units; ~$2.04M at YE price) plus new 2025 RSU/PSU grants could create periodic vesting-related supply; hedging is prohibited, and insider trading is windowed/pre-cleared .
- Retention and cost on separation: Cash severance quantum is moderate for a COO, but full equity acceleration on a no‑cause/Good Reason exit raises potential retention/leverage in negotiations and increases separation cost; estimated total cost $2.72M as of 12/31/2024 .
- Performance drivers to watch: Leasing velocity, occupancy, NOI/FFO trajectory and relative TSR versus office REIT peers will directly influence PSU realizations and future incentive payouts .