Shaul Kuba
About Shaul Kuba
Shaul Kuba is CMCT’s Chief Investment Officer (since March 2023) and a director (since March 2014). He co‑founded CIM Group in 1994 and leads its development platform; he serves on CIM’s Investment, Allocation, and Real Asset Management Committees and is an officer of various CIM affiliates . Age: 63 (Executive Officers list) . Company performance context during recent years: CMCT’s TSR proxy tracker shows a value of $3.72 for a hypothetical $100 initial investment in 2024; net income was a loss of $25.8 million in 2024, following a $51.5 million loss in 2023 and $5.9 million profit in 2022 .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $69.35 | $56.71 | $3.72 |
| Net Income (Loss) ($000s) | $5,945 | $(51,456) | $(25,750) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CIM Group, L.P. | Co‑founder; Principal; President of Real Asset Services; Head of Development Group | 1994–present | Built CIM’s development, redevelopment and repositioning capabilities; sources opportunities and relationships with national/regional retailers, hospitality brands, restaurateurs; sits on Investment, Allocation, and Real Asset Management Committees |
| Dekel Development | Co‑founder | Pre‑1994 | Developer of commercial and multifamily properties in Los Angeles; entrepreneurial real estate background |
External Roles
| Organization | Role/Committee | Years | Notes |
|---|---|---|---|
| CIM Group, L.P. | Investment Committee; Allocation Committee; Real Asset Management Committee | Ongoing | Provides guidance across CIM platforms |
| CIM Group Affiliates | Officer of various affiliates | Ongoing | Supports operations across CIM-related entities |
Fixed Compensation
Kuba is not listed among CMCT’s named executive officers and CMCT does not disclose compensation for him; CMCT is externally operated by CIM affiliates, and the Company did not pay the CEO in 2024–2023 and reimbursed a portion of the CFO’s compensation only for lending-segment work . For board service, founders (including Kuba) received no director compensation other than expense reimbursement in 2024 .
| Director Group | Cash Retainer | Committee Chair Fees | Equity Grant | Vesting | 2024 Director Pay |
|---|---|---|---|---|---|
| Independent Directors | $55,000 annual board retainer | $20,000 audit chair retainer; no separate retainer for Compensation or Nominating chairs | Restricted shares valued at $55,000 at grant annually | Vests on 1‑year anniversary if continuing service | Example: Elaine Wong received $75,000 cash and $54,786 share award (108 RS) in 2024 |
| Founders (Kuba, Ressler, Shemesh) | $0 | $0 | $0 | — | $0 |
Director compensation in 2024 (for context):
| Name | Fees Earned (Cash) | Share Awards | Total |
|---|---|---|---|
| Douglas Bech | $55,000 | $54,786 | $109,768 |
| John Hope Bryant | $55,000 | $54,786 | $109,768 |
| Marcie Edwards | $55,000 | $54,786 | $109,768 |
| Elaine Wong | $75,000 | $54,786 | $129,786 |
Performance Compensation
CMCT does not disclose incentive compensation for Kuba. However, the external Operator/Administrator arrangements create performance-linked fees that indirectly influence executive incentives.
| Component | Description | Key Thresholds | Payout Rate |
|---|---|---|---|
| Income Incentive Fee (Administrator) | Quarterly fee on excess Core FFO over 1.75% of average Adjusted Common Equity (quarterly) | 1.75% threshold (7% annualized) | Catch-up: 100% up to 0.4375% of average Adjusted Common Equity; thereafter 20% of excess Core FFO |
| Base Asset Management Fee (Operator) | Quarterly fee equal to 1% annual on average Net Asset Value attributable to common stockholders | N/A | 1% annual (0.25% per quarter) |
| Capital Gains Fee (Administrator) | Quarterly fee on realized capital gains net of losses, cumulative since 1/1/2022 | N/A | 15% of cumulative net realized gains minus prior capital gains fees |
Notes:
- Operator earned asset management fees of $1.8 million in 2024 and $2.6 million in 2023 .
- Reimbursed shared services include accounting, tax, legal, compliance, IT, HR; $2.3 million expense in each of 2024 and 2023 .
Equity Ownership & Alignment
Kuba and fellow CIM co‑founders may be deemed to beneficially own shares held by CIM affiliates; they have shared voting and investment power over those affiliate-held shares and disclaim beneficial ownership except to the extent of pecuniary interest . Each of Shemesh and Kuba also has shared voting/investment power over 185 common shares held by respective family trusts .
| As-of Date | Common Stock (No. of Shares) | Common Stock (% of Class) | Series A Preferred (No. of Shares) | Series A Preferred (% of Class) | Series A1 Preferred (No. of Shares) | Series A1 Preferred (% of Class) |
|---|---|---|---|---|---|---|
| April 14, 2025 | 49,593 | 6.6% | 568,681 | 14.1% | 36,663 | 0.4% |
| Record Date (Q2 2025) | 49,953 | 6.3% | 568,681 | 14.1% | 36,663 | 0.4% |
Additional alignment signals:
- CIM Group and CMCT insiders collectively owned ~6.8% of CMCT common stock as of June 30, 2025 (Investor presentation) .
- No pledging of CMCT shares by directors/executives is disclosed; CMCT maintains an insider trading policy (Exhibit 19.1 to 2024 10‑K) .
Employment Terms
- Current role: Chief Investment Officer since March 2023; Director since March 2014 .
- CMCT is externally operated via an Investment Management Agreement and Master Services Agreement with CIM affiliates; CEO pay is not from CMCT and CFO pay is largely reimbursed from affiliates. CMCT does not list Kuba among named executive officers and does not disclose his compensation, severance, or change‑of‑control terms .
- No non‑compete, non‑solicit, or garden leave terms are disclosed for Kuba; no post‑termination arrangements disclosed.
Board Governance
- Board service: Director since March 2014 ; nominated in 2025 Director Nominees list; not designated as independent (independence tags shown for other directors) .
- Committee roles: Audit Committee members are Wong (chair), Bryant, Edwards; Compensation Committee members are Bech (chair) and Wong; Kuba is not listed on either committee .
- Board meeting attendance: Board met 8 times in 2024; each director attended at least 75% of aggregate Board and committee meetings .
- Founders’ board compensation: Founders (including Kuba) received no director compensation in 2024 .
- Dual‑role implications: Three CIM co‑founders (Ressler—Chairman, Shemesh, Kuba) serve on CMCT’s Board while CIM affiliates earn fees under perpetual management/administration arrangements, creating potential conflicts managed via independent committees and governance policies .
Related Party Transactions and Fee Economics
- Investment Management and Master Services Agreements with CIM affiliates; Fee Waiver effective 1/1/2022 governs fee calculations and election mechanics .
- Fees:
- Base asset management fee: 1% of average NAV attributable to common stockholders (quarterly in arrears) .
- Income incentive fee: 20% of excess Core FFO above threshold with catch‑up structure .
- Capital gains fee: 15% of cumulative net realized capital gains since Effective Date .
- 2024/2023 related-party costs: $1.8m/$2.6m asset management fees ; $2.3m/$2.3m corporate shared services reimbursements ; $2.6m/$2.6m staffing reimbursements for lending segment .
- Dealer manager: CCO Capital (affiliate) served as dealer manager for preferred stock offerings per amended agreements .
Say‑on‑Pay & Shareholder Feedback
- Stockholders approved executive compensation on an advisory basis in 2024; Compensation Committee made no changes to programs in 2024 and did not engage an independent compensation consultant .
Investment Implications
- Alignment: Kuba’s long‑tenured leadership at CIM and board presence, alongside meaningful insider/affiliate holdings, signal skin‑in‑the‑game. Founders take no cash/equity director pay from CMCT, emphasizing external platform economics rather than issuer-paid comp .
- Conflicts and incentives: External fee structures (1% NAV, Core FFO incentive, capital gains fee) can motivate asset growth, FFO generation, and dispositions, but introduce potential conflicts given three CIM founders on CMCT’s Board and perpetual term dynamics; independent Audit and Compensation Committees provide oversight, yet investors should monitor fee accruals versus shareholder value creation .
- Execution risk: Company performance has been mixed, with net losses in 2023–2024 and TSR deterioration per proxy PVP table; success hinges on CIM’s sourcing and development capabilities that Kuba oversees, and on improving Core FFO to limit incentive fee drag relative to outcomes .
- Trading signals: Absence of disclosed Kuba‑specific compensation or vesting schedules suggests limited direct sell‑pressure from issuer equity grants; monitor Form 4s for founders/affiliates and any changes to fee waivers or capital gains realizations that could precede asset sales or capital structure actions .