Conor M. Fennerty
About Conor M. Fennerty
Conor M. Fennerty is Executive Vice President, Chief Financial Officer and Treasurer of Curbline Properties Corp. (CURB), serving since November 2023; he is 39 years old and holds a B.S. in Business Administration (Finance) from Georgetown University . His compensation and long-term incentives are calibrated to pay-for-performance with annual cash incentive opportunities set as a percent of base salary and long-term equity awards that vest based on Company performance, with at least 50% of the NEO Performance Equity Award tied to relative total shareholder return over an approximately three-year period . He serves as a SOX 302 certifying officer, attesting to disclosure controls and internal control over financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curbline Properties Corp. | EVP, CFO & Treasurer | Nov 2023–present | Finance leadership post-spin; oversight of capital markets, reporting, and cash flow . |
| SITE Centers | EVP, CFO & Treasurer | Nov 2019–Spin-Off Date | Led finance during REIT transformation; executive office leadership . |
| SITE Centers | SVP, Capital Markets | 2017–2019 | Oversaw capital markets strategy and funding . |
| Retail Value Inc. (RVI) | Executive Vice President | 2020–Spin-Off Date | Executive oversight; affiliated portfolio execution . |
| Retail Value Inc. (RVI) | Director | 2022–Spin-Off Date | Board governance for asset monetization strategy . |
| BlackRock, Inc. | Vice President & Senior Analyst | 2014–2017 | Buy-side REIT/real asset coverage; institutional portfolio insights . |
| Cohen & Steers Capital Management | Analyst | 2012–2014 | Real assets specialist research . |
| Goldman Sachs | Global Investment Research | 2010–2012 | Sell-side research foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Retail Value Inc. (RVI) | Director | 2022–Spin-Off Date | Public company board service prior to CURB spin . |
Fixed Compensation
| Metric | 2023 | 2024 SITE (pre-spin) | 2024 CURB (post-spin) |
|---|---|---|---|
| Annual Base Salary ($) | 575,000 | 450,000 | 150,000 |
| Target Bonus (% of Base) | 100% (raised from 50% to 100% effective Jan 2023) | 100% | 100% of year-end base salary |
| Actual Bonus Paid ($) | 900,000 (non‑equity incentive plan) | 675,000 | 225,000 |
| All Other Compensation ($) | 18,930 | 17,723 | 2,374 |
| Total Compensation ($) | 3,396,349 | 2,672,141 | 1,335,008 |
Notes:
- Target bonus design: threshold 50% of base, target 100%, maximum 150% for CFO . 2024 annual incentive was split and pro-rated between SITE Centers (pre-spin) and Curbline (post-spin) based on each Compensation Committee’s determinations .
- 401(k) deferrals in 2024: Fennerty deferred $23,000 of salary/bonus into the Curbline 401(k) plan .
Performance Compensation
| Incentive | Metric Weighting | Target | Max | Performance Period | Actual/Payout Status | Vesting |
|---|---|---|---|---|---|---|
| NEO Performance Equity Award (PRSAs) | ≥50% based on relative TSR; remainder other Committee-set metrics | $600,000 target value | $1,200,000 (200% of target) | ~3 years (10/15/2024–11/19/2027) | In progress; as of 12/31/2024 unearned “threshold” shares outstanding: 12,948 valued $300,653 at $23.22 | Performance-vested at end of ~3-year period; cash distributions deferred/contingent |
| Annual Equity Grants (Service-based RSUs) | N/A (time-based) | $250,000 grant by each of Mar 15, 2025 & 2026 | N/A | 4-year vesting (generally) | N/A | Service-based vesting over four years |
Additional 2024 equity details:
- 2024 CURB grant date fair value of performance-based restricted stock for Fennerty: $957,634 (ASC 718; based on probable outcome; value could be zero; max value at grant $1,311,114) .
- SITE PRSUs granted Mar 2024 (pre-spin) had grant-date fair value $600,004; modified in spin to service-based RSUs with incremental value $679,359 .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership | 67,100 shares; <1% of 105,214,483 outstanding as of Mar 1, 2025 . |
| Unvested Service-based RSUs (12/31/2024) | 182,564 units; market value $4,239,136 at $23.22/share . |
| Performance Equity Outstanding (12/31/2024) | 12,948 unearned performance shares at “threshold”; value $300,653 at $23.22/share . |
| Stock Ownership Guidelines | CFO must hold ≥3x annual base salary; officers must retain 50% of shares/units acquired until guideline met . |
| Compliance Status | As of Mar 1, 2025, all continuing NEOs met ownership guideline requirements (ahead of Mar 31, 2030 deadline) . |
| Hedging/Pledging | Prohibited for directors and officers; no margin accounts, no pledging, no hedging; all covered individuals in compliance . |
| Insider Trading Controls | Pre-clearance required; quarterly blackout periods from period-end through the first business day after results release . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date / Expiration | September 1, 2024; expires September 30, 2026 . |
| Base Salary | $600,000 annual rate . |
| Annual Cash Incentive | Threshold 50% of base; target 100%; max 150% . |
| Annual Equity Grants | $250,000 service-based RSUs or LTIP units in each of 2025 and 2026; generally vest over four years . |
| Performance Equity | NEO Performance Equity Award: target $600,000; max $1,200,000; ≥50% based on relative TSR; ~3-year performance period . |
| Benefits | Annual reimbursement for $10,000 in life/disability and similar insurance premiums . |
| Restrictive Covenants | Non-compete and non-solicit for one year post-termination; perpetual confidentiality; mutual non-disparagement . |
| SOX Clawback | NYSE/Exchange Act 10D-compliant clawback adopted, effective Sep 1, 2024; 3-year recovery period for incentive-based comp upon restatement; no indemnification for recovered amounts . |
| Tax Gross-ups | Company states it does not include excise tax gross-up provisions in executive arrangements . |
| Shared Services/Outside Service | May render reasonable service to SITE Centers post-spin as permitted by the Curbline Board . |
Severance and Change-in-Control Economics
-
Structure:
- Termination without Cause or for Good Reason: lump sum equal to 1.5x (base salary + Average Bonus), pro‑rated actual annual incentive for year of termination, 18 months COBRA-equivalent premium, and accelerated vesting per award terms .
- Double-trigger (within two years after a Change in Control): lump sum equal to 2.5x (base salary + Average Bonus), pro‑rated target annual incentive, 18 months COBRA-equivalent premium, and accelerated vesting .
-
Hypothetical payout values as of Dec 31, 2024 (illustrative; includes equity vest values at target):
| Scenario | Cash Severance ($) | Unvested Service-based Equity ($) | Unvested Performance-based Equity ($) | COBRA Payment ($) | Accrued Vacation ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | Involuntary Not for Cause or Good Reason | 2,025,000 | 4,239,136 | 601,305 | 60,961 | 23,077 | 6,949,479 | | Involuntary/Good Reason in Connection with Change in Control | 3,375,000 | 4,239,136 | 601,305 | 60,961 | 23,077 | 8,299,479 | | Disability | — | 4,239,136 | 601,305 | 60,961 | 23,077 | 6,702,781 | | Death | — | 4,239,136 | 601,305 | 60,961 | 23,077 | 4,924,479 |
Vesting Schedules and Potential Selling Pressure
| Vesting Date | Fennerty Service-based RSUs (#) |
|---|---|
| Feb 22, 2025 | 3,574 |
| Feb 22, 2025 & 2026 | 7,932 total across dates |
| Feb 22, 2025–2028 | 11,637 ratable |
| Feb 28, 2025 | 34,654 |
| Feb 28, 2026 | 38,318 |
| Feb 28, 2027 | 42,872 |
| Sep 15, 2025–2027 | 14,523 ratable |
| Sep 15, 2028 | 29,054 |
| Total Unvested (12/31/2024) | 182,564 |
Notes:
- Performance Award (PRSAs) outstanding at “threshold” as of 12/31/2024: 12,948 units; performance period through ~Nov 19, 2027 .
- Insider Trading Policy imposes blackout windows around quarter-ends and requires pre-clearance, moderating near-term selling capacity at vesting events .
Compensation Structure Analysis
- Mix shift to equity and performance post-spin: 2024 CURB compensation for the CFO emphasizes performance-based restricted stock and time-based RSUs, with less cash salary due to partial-year service post-spin and design of annual incentives; 2024 CURB stock award grant-date fair value $957,634 vs SITE 2024 stock award $1,529,418 and PRSU-to-RSU conversion increment $679,359 .
- Annual incentive calibration: Threshold/target/max of 50%/100%/150% of base salary provide symmetric upside/downside; 2024 annual incentive split and pro-rated between SITE and CURB .
- Governance protections: No option repricing without shareholder approval, no excise tax gross-ups, and clawback policy for restatements; hedging/pledging prohibited and in compliance .
- Consultant usage: Prior compensation designs leveraged an independent consultant (Gressle & McGinley) benchmarking REIT peers, notably when raising CFO base and incentive target to $600,000/100% in 2023 .
Related Party Transactions
- Employment agreements permit Fennerty to render reasonable service to SITE Centers post-spin, subject to Curbline Board permission; Shared Services Agreement governs certain intercompany arrangements .
- Section 16 compliance: CURB reports timely insider filings for FY 2024 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited; management and directors in compliance (mitigates alignment risk) .
- Clawback: NYSE Rule 10D-compliant clawback adopted Sep 1, 2024 (restatement-triggered recovery), enhances accountability .
- Gross-ups: Company discloses no excise tax gross-ups in arrangements .
- Double-trigger CIC: Requires change in control plus qualifying termination for enhanced payout; moderates “single-trigger” windfalls .
Equity Compensation Plan Context
- CURB 2024 Equity & Incentive Compensation Plan outstanding as of 12/31/2024: 988,317 RSUs and 906,348 LTIP units outstanding; 6,920,893 shares remaining available for issuance .
Investment Implications
- Alignment: High unvested RSU balance (182,564 units) and performance-linked PRSAs (≥50% TSR weighting) tie CFO wealth to share price and relative performance; compliance with strict ownership guidelines and hedging/pledging prohibitions supports alignment with long-term holders .
- Retention: Double-trigger CIC provisions with 2.5x cash multiple and significant accelerated vesting upon qualifying events, plus substantial outstanding service-based RSUs with multi-year vest dates, indicate strong retention incentives through 2027–2028 .
- Trading signals: Multiple vesting cliffs in Feb and Sep across 2025–2028 could create periodic supply; however, pre-clearance and blackout windows reduce opportunistic selling and may smooth execution around earnings cycles .
- Pay-for-performance: Annual incentive structure and performance equity awards provide measurable linkage to results; lack of gross-ups and presence of clawback mitigate governance risk and potential shareholder pushback .