Barry A. Sholem
About Barry A. Sholem
Barry A. Sholem is an independent Class II director at Curbline Properties Corp. (CURB), age 69, serving since September 2024. He is Chairman and Senior Advisor of BDT & MSD Partners Real Estate Group; previously he founded and chaired DLJ Real Estate Capital Partners (1994–2004) and held senior roles at Goldman Sachs across New York, London, Tokyo, and Los Angeles. He holds an MBA from Northwestern University’s Kellogg School and a BA in Economics and Political Science from Brown University. The Board affirmed his independence under NYSE and SEC rules; his CURB committee assignments include the Compensation Committee and the Nominating & Sustainability Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDT & MSD Partners Real Estate Group | Chairman & Senior Advisor; previously Head of Real Estate, Partner at MSD Capital | 2004–present | Leads real estate strategy; long-tenured private equity real estate operator |
| DLJ Real Estate Capital Partners (DLJRECP) | Founder & Chairman | 1994–2004 | Built multi‑billion private equity funds across US/EU/Japan |
| Goldman Sachs | Real Estate Principal Investment Area and Real Estate Investment Banking (West Coast lead) | Prior to 1994 | Cross‑regional leadership in principal investing and IB coverage |
| SITE Centers Corp. | Public company director | 1998–2018; 2022–2024 | Long experience with predecessor enterprise to CURB |
| Retail Value Inc. (RVI) | Public company director | 2018–2022 | Oversaw REIT owning US shopping centers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hudson Pacific Properties, Inc. (NYSE: HPP) | Director | 2023–present | Current US public REIT board service |
| Urban Land Institute (ULI) | Member | Current | Industry organization membership |
| Real Estate Roundtable | Member | Current | Policy/industry forum |
| UC Berkeley Real Estate Advisory Board | Member | Current | Academic advisory role |
| Brown University President’s Leadership Council | Member | Current | University leadership council |
| Brentwood School (Los Angeles) | Past Trustee | Prior | Community/education governance |
Board Governance
- Independence and board profile: CURB’s Board is majority independent; Sholem is independent under NYSE and SEC rules and serves on Compensation and Nominating & Sustainability Committees.
- Committee assignments: Compensation (member); Nominating & Sustainability (member). No chair roles.
- Board leadership: Independent Chairman (Terrance R. Ahern) separate from CEO, with responsibilities including oversight, agenda-setting, and executive session leadership.
- Meetings and attendance: From October 1–Dec 31, 2024, the Board held one meeting; each director attended at least 75% of combined board and committee meetings during service.
- Committee activity: Audit Committee held one meeting; Compensation and Nominating & Sustainability Committees did not meet in the 2024 post‑spin period.
- Executive sessions: Non‑management directors meet at least quarterly; independent directors meet at least annually.
- Policies: Anti‑overboarding, proxy access (3%/3 years/greater of 2 or 20%), majority voting in uncontested elections, stock ownership requirements, prohibition on hedging/pledging for directors and officers.
Fixed Compensation
| Component | Amount | Vesting/Payable | Notes |
|---|---|---|---|
| Annual Cash Retainer | $75,000 | Paid quarterly | Standard for non‑employee directors |
| Upfront Restricted Stock Grant | $300,000 value | Vests ratably over 3 years | 12,948 shares granted at $23.33 on Oct 15, 2024; dividends paid pro‑rata when paid to holders |
| Meeting Fees (>8 board mtgs/yr) | $2,000 per meeting | As incurred | Chairman: $3,000 per meeting |
| Committee Annual Fees (Chair) | Audit $25,000; Comp $20,000; Nom/Sust $15,000 | Paid quarterly | Schedule of chair fees |
| Committee Annual Fees (Member) | Audit $12,500; Comp $10,000; Nom/Sust $7,500 | Paid quarterly | Schedule of member fees |
| Chairman of the Board Fee | $100,000 | Paid quarterly | Additional fee for Board Chair role |
2024 paid amounts (Barry A. Sholem):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Barry A. Sholem | $23,125 | $302,077 | $325,202 |
Stock ownership guidelines for directors: minimum 5× cash retainer ($375,000) within five years; 50% of shares received as compensation must be retained until guideline met. Hedging and pledging of Company stock are prohibited and covered persons are in compliance.
Performance Compensation
| Director Performance‑Based Pay Element | Metrics | Payout Range | Status |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | CURB describes director pay as cash retainer + time‑based restricted stock; no director performance metrics disclosed in proxy. |
Other Directorships & Interlocks
| Person | External Public Boards | Prior SITE Centers Board Service | Notes |
|---|---|---|---|
| Barry A. Sholem | Hudson Pacific Properties (HPP) | 1998–2018; 2022–2024 | Current public REIT board; extensive legacy ties to SITE Centers |
| Terrance R. Ahern | KKR Real Estate Finance Trust (KREF) | 2000–2024 | CURB Chairman; SITE Centers board chair 2011–2024 |
| Jane E. DeFlorio | Vivid Seats (SEAT) | 2017–2024 | Audit chair at SEAT; multiple committees |
| Victor B. MacFarlane | Veris Residential (VRE) | 2002–2024 | Chair of CURB Nominating & Sustainability |
| Alexander Otto | Former boards: Deutsche EuroShop, Sonae Sierra Brasil | 2015–2024 | Significant CURB shareholder per Schedule 13D/A |
| Linda B. Abraham | Prior board: CarLotz | 2018–2024 | Technology/analytics background |
- Governance interlock note: Multiple CURB directors (Ahern, DeFlorio, MacFarlane, Otto, Abraham) previously served on SITE Centers’ board, reflecting continuity from the spin‑off and potential information flow across entities.
Expertise & Qualifications
- Sholem’s qualifications include decades leading institutional real estate investing platforms (BDT & MSD Partners, DLJRECP) and broad social/political insight from ULI/ICSC‑related engagements.
- Education: MBA (Northwestern Kellogg); BA in Economics & Political Science (Brown).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Barry A. Sholem | 110,024 | <1% | Includes 88,150 shares held by the Sholem Trust; Sholem is co‑trustee and beneficiary |
| All current executives & directors (10 persons) | 9,033,215 | 8.6% | Group aggregate ownership |
| Shares outstanding (record date) | 105,214,483 | — | Basis for % calculations |
- Insider trading controls: Directors/officers must pre‑clear trades; quarterly blackout periods apply; hedging/pledging prohibited and compliance affirmed.
- Section 16(a): All directors and >10% holders timely filed ownership reports for FY2024.
Governance Assessment
- Independence and committee roles: Sholem is independent, with roles on Compensation and Nominating & Sustainability—both committees did not meet in the truncated 2024 post‑spin window, which may limit observable committee oversight signals pre‑2025.
- Attendance signal: Board held one meeting post‑spin; all directors met at least a 75% attendance threshold—baseline engagement met.
- Pay alignment: Director compensation is heavily equity‑linked via a $300,000 time‑based restricted stock grant with three‑year vesting, aligning incentives with stock performance; Sholem’s 2024 mix: $302,077 stock awards vs $23,125 cash.
- Ownership alignment: Directors subject to 5× retainer ownership guidelines and retention requirements; hedging/pledging prohibited.
- Interlock/conflict context: CURB maintains multiple post‑spin agreements with SITE Centers (Separation & Distribution, Shared Services, Tax Matters, Employee Matters), and several CURB directors—including Sholem—have legacy SITE Centers board service; investors should monitor related‑party policy enforcement and fee arrangements (e.g., 2.0% of CURB Gross Revenue paid to SITE Centers under Shared Services).
- Concentrated ownership consideration: Waiver Agreement allows Alexander Otto and related parties to exceed the 9.8% REIT ownership limit; Otto beneficially owns ~7.6%, potentially influencing governance dynamics.
RED FLAGS and Monitoring Items
- Committee inactivity post‑spin: Compensation and Nominating & Sustainability committees did not meet in 2024; confirm 2025 activity and outputs (comp program oversight, board refresh, sustainability governance).
- Related‑party exposure: Shared Services Agreement fee (2.0% of CURB Gross Revenue) and continuing site/service interdependencies warrant oversight for arm’s‑length conduct and performance benchmarking.
- Ownership concentration mechanics: Waiver enabling >9.8% ownership for Otto family members; monitor tenant‑ownership restrictions and REIT qualification risks noted.
- Interlocks: Extensive former SITE Centers board service across CURB’s directors, including Sholem; monitor independence in decisions affecting SITE Centers agreements.
Note: As an “emerging growth company,” CURB is exempt from say‑on‑pay votes and has reduced executive compensation disclosures, affecting shareholder feedback channels.