David R. Lukes
About David R. Lukes
David R. Lukes is President and Chief Executive Officer of Curbline Properties Corp. (CURB) since November 2023 and a member of the Board since July 2024; he concurrently serves as President & CEO and director at SITE Centers (since March 2017) . He is 55, with degrees from Miami University (B.Env.Design), University of Pennsylvania (M.Arch.), and Columbia University (MS in Real Estate Development) . 2024 post–spin-off operating highlights at CURB included $206.1M of acquisitions, portfolio leased 95.5% and occupied 93.9%, and a new $500M credit facility; 2025 Q3 results showed OFFO rising to $29.5M ($0.28/diluted share) with 37 centers acquired for $336.1M and leased rate nearing 97% . Governance is structured with an independent Chairman (Terrance R. Ahern), regular executive sessions, stock ownership rules, and a clawback policy; the Board separates Chair and CEO roles to mitigate dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SITE Centers | President & CEO; Director | 2017–present | Led large U.S. shopping-center REIT; concurrent CEO role with CURB per employment agreement . |
| Equity One, Inc. | CEO; Director | 2014–2017 | Oversaw owner/developer/operator of shopping centers . |
| Seritage Realty Trust | President & CEO | 2012–2014 | Led real estate affiliate of Sears Holdings . |
| Olshan Properties (Mall Properties, Inc.) | President & CEO | 2010–2012 | Ran private commercial real estate firm . |
| Kimco Realty Corporation | Various senior roles; COO | 2002–2010 (COO 2008–2010) | Senior operating leadership at leading retail REIT . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Retail Value Inc. (RVI) | President, CEO & Director | 2018–present | Led and governed U.S.-focused shopping center portfolio . |
| Citycon Oyj (Nasdaq Helsinki) | Director | 2017–present | Nordic shopping center operator; public board experience . |
| SITE Centers | Director | 2017–present | Public REIT directorship concurrent with CURB role . |
Fixed Compensation
| Component | 2023 | 2024 (SITE) | 2024 (CURB) |
|---|---|---|---|
| Base Salary ($) | 900,000 | 675,000 | 12,500 |
| Bonus ($) | — | 1,687,500 | 500,000 |
| All Other Compensation ($) | 40,607 | 44,737 | 333 |
| Total ($) | 6,740,650 | 7,934,301 | 18,339,664 |
| Salary Equity Award (Contract) | — | — | $2.7M service-based LTIP units vesting over 4 years (equivalent to $750,000/yr over 3 years + 20% premium) |
| Annual Equity Grants (Contract) | — | — | $800,000 each by Mar 15 of 2025–2027; service-based LTIPs or RS |
| Perquisites | — | — | Annual automobile service; up to $25,000/year for insurance premiums |
Notes: The 2024 CURB figures reflect partial-year post–spin-off amounts; 2024 SITE figures reflect pre–spin-off compensation. Lukes deferred $30,500 into the CURB 401(k) plan in 2024 .
Performance Compensation
| Incentive Type | Metric | Target | Max | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Financial/operational metrics set annually; individual performance | $1,000,000 | — | 2024 bonus: $500,000 (CURB) + $1,687,500 (SITE pre-spin) | Cash; annual |
| Performance LTIP Units (“Lukes Performance Equity Award”) | Multi-year, includes relative stockholder return emphasis | $7.2M | $18.0M | As of 12/31/24, only one quarter of performance—company unable to project outcome; included at target in CIC tables | 5-year term; performance-vesting; accelerated on qualifying severance/CIC per agreement |
| Annual Performance Awards (Company policy) | Relative TSR is a significant portion of long-term incentives | — | — | Program design feature; specific weightings not disclosed | As granted; performance-based vesting, no dividend equivalents on unearned awards |
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Common Shares Beneficially Owned | 702,291; <1% of outstanding (105,214,483 shares) as of March 1, 2025 |
| RSUs Credited (exclude >60-day vest) | 343,071 RSUs (do not confer current voting/dispositive control) |
| LTIP Units Held | 925,791 LTIP units (convertible to OP units then redeemable for stock) |
| Recent Service-based LTIP Grants | 116,532 LTIPs granted Oct 15, 2024; vest ratably over 4 years starting Oct 15, 2025. 32,391 LTIPs granted Feb 22, 2025; vest ratably over 3 years starting Feb 22, 2026 . |
| Director/Officer Stock Ownership Guidelines | CEO minimum $4.0M; officers must retain 50% of shares acquired until guideline met; all NEOs were in compliance as of Mar 1, 2025 (deadline is Mar 31, 2030) . |
| Hedging/Pledging Policy | Prohibits holding in margin, pledging, and hedging; Directors and covered officers in compliance . |
Vesting schedule detail: Oct 15, 2024 award vests 25% annually on 10/15/2025–2028; Feb 22, 2025 award vests 33⅓% annually on 2/22/2026–2028 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date | September 1, 2024 |
| Expiration | October 1, 2027 (third anniversary of spin-off) |
| Annual Base Salary Rate | $50,000 fixed cash |
| Annual Cash Incentive | Target $1,000,000 |
| Salary Equity Award | $2.7M service-based LTIP units (time-based vesting over 4 years) |
| Annual Equity Grants | $800,000 each by March 15 of 2025–2027 (time-based) |
| Non-Compete / Non-Solicit | One year post-termination; perpetual confidentiality; mutual non-disparagement |
| Clawback | NYSE/SEC-compliant clawback effective Sept 1, 2024; 3-year recovery period on incentive-based comp tied to financial reporting; broad recoupment methods; limited impracticability exceptions |
| Service to SITE Centers | May continue serving SITE Centers as President & CEO post–spin-off, subject to CURB Board and Shared Services Agreement |
Potential Payments Upon Termination or Change in Control (as of 12/31/2024)
| Scenario | Cash Severance ($) | Unvested Service-Based Equity ($) | Unvested Performance-Based Equity ($) | COBRA ($) | Accrued Vacation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary (no Good Reason) | — | — | — | — | 1,923 | 1,923 |
| Involuntary Not for Cause / Good Reason | 6,100,000 | 12,471,276 | 7,215,522 | 53,862 | 1,923 | 25,842,583 |
| For Cause | — | — | — | — | — | — |
| Involuntary or Good Reason in Connection with CIC | 9,150,000 | 12,471,276 | 7,215,522 | 53,862 | 1,923 | 28,892,583 |
| Death | — | 12,471,276 | 7,215,522 | 53,862 | 1,923 | 19,742,583 |
| Disability | — | 12,471,276 | 7,215,522 | 53,862 | 1,923 | 20,776,549 |
Change-in-control terms: Double-trigger; 3× salary + average bonus for CIC-triggered termination, compared to 2× for non-CIC termination; pro-rata bonuses; 18-month health benefits; accelerated vesting of salary equity award, performance awards, and annual awards .
Board Governance
- Board service: Director since 2024; not independent; not listed on any Board committees .
- Independence & leadership: Independent Chairman (Terrance R. Ahern); separate Chair/CEO roles; regular executive sessions of non-management and independent directors .
- Attendance: From spin-off through Dec 31, 2024, Board held one meeting; each Director attended ≥75% of combined Board and committee meetings during their service period .
- Committees (current members): Audit—DeFlorio (Chair), Ahern, Abraham; Compensation—Ahern (Chair), DeFlorio, Sholem; Nominating & Sustainability—MacFarlane (Chair), Sholem, Abraham; all committee members independent .
Director Stock Ownership Guidelines
- Non-employee Directors must hold shares worth at least five times the cash portion of the annual retainer ($375,000), retaining at least 50% of awards until compliant .
Employment & Contracts: Additional Provisions
- Hedging/pledging/derivative transactions prohibited for Directors and senior officers; current compliance affirmed .
- Insider trading policy requires pre-clearance for senior officers and imposes quarterly blackout periods .
Performance & Track Record Highlights
- Spin-off completed Oct 1, 2024; CURB began operating as a REIT focused on convenience properties .
- 2024 post–spin-off: 20 centers acquired ($206.1M); leased 95.5%; occupied 93.9%; annualized base rent $35.62 per occupied sq ft; $500M credit facility executed with term loan fixed at 5.078% .
- Q3 2025: Net income $9.3M ($0.09/diluted); Operating FFO $29.5M ($0.28/diluted); 37 centers acquired ($336.1M); balance-sheet actions include $150M term loan fixed at 4.61% and $150M private notes funded .
Compensation Committee Analysis
- Committee composed solely of independent directors; can engage external consultants; CEO recuses on his own pay decisions; no committee meetings held between spin-off and year-end 2024 due to timing .
- Design principles: ~65% of CEO compensation “at risk” post–spin-off; significant portion of long-term incentives tied to relative stockholder return; no excise tax gross-ups; no option repricing without shareholder approval; no dividend equivalents on unearned performance awards .
Investment Implications
- Alignment and retention: CEO base cash of $50,000 with substantial equity and performance awards suggests strong alignment to share price and multi-year TSR; mandatory retention of 50% of awarded shares until $4M CEO ownership guideline is met reduces near-term selling pressure .
- Insider supply overhang: First vesting dates Oct 15, 2025 (29,133 LTIPs) and Feb 22, 2026 (10,797 LTIPs) introduce potential selling windows; mitigated by retention requirements and hedging/pledging prohibitions .
- Change-of-control economics: Double-trigger severance at 3× salary+bonus and full accelerated vesting could incentivize management to pursue shareholder-maximizing transactions; however, robust payouts represent a potential cost in event-driven scenarios .
- Dual-role execution risk: Concurrent service as SITE Centers CEO could create bandwidth/independence concerns; governance mitigants include an independent Chairman, regular executive sessions, and clear service provisions in the employment agreement .
- Performance trajectory: Early post–spin-off growth in acquisitions and OFFO suggests positive momentum, but limited historical CURB operating track record and multi-year performance awards not yet measurable introduce execution risk and payout uncertainty for the five-year LTIP .
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