Jane E. DeFlorio
About Jane E. DeFlorio
Independent director of Curbline Properties Corp. since 2024 (appointed in connection with the spin-off), age 54. She is Chair of the Audit Committee, a member of the Compensation Committee, and has been designated an “audit committee financial expert.” Her background includes 15+ years in investment banking focused on retail/consumer, notably as Managing Director at Deutsche Bank (2007–2013). Education: University of Notre Dame (undergraduate) and Harvard Business School (MBA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank AG | Managing Director, Retail/Consumer Sector Investment Banking Coverage | 2007–2013 | Covered mid- to large-cap retail clients |
| SITE Centers | Independent Director; Audit Committee Chair | 2017–2024 | Chaired audit; REIT/retail real estate oversight experience |
| Perry Ellis International, Inc. | Independent Director | 2014–2018 | Board service at apparel company |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Vivid Seats Inc. (NASDAQ: SEAT) | Independent Director; Audit Committee Chair | 2021 | Also serves on nominating & corporate governance and compensation committees |
| The New School University (NYC) | Trustee; Chair of Audit & Risk Committee | N/A | Governance and risk oversight leadership |
| Parsons School of Design | Board member | N/A | Academic board role |
| Museum at FIT | Board member | N/A | Cultural/industry board role |
| University of Notre Dame, School of Engineering | Advisory Council member | N/A | Advisory role |
Board Governance
- Independence: Board affirms Ms. DeFlorio is independent under NYSE and SEC rules; also independent for Audit and Compensation Committee service .
- Committee assignments: Audit Committee (Chair); Compensation Committee (member) .
- Audit Committee: Responsible for financial reporting integrity, auditor oversight, compliance, and enterprise risk/cybersecurity oversight; met once from the spin-off date through Dec 31, 2024. DeFlorio is designated an “audit committee financial expert” .
- Compensation Committee: Ms. DeFlorio is a member; committee held no meetings in the post spin-off 2024 stub period .
- Attendance: In the spin-off to year-end 2024 period, the Board held one meeting; each director attended at least 75% of applicable Board/committee meetings. Directors are expected to attend the annual meeting .
- Independent/Non-management sessions: Non-management directors meet in executive session at least quarterly; independent directors meet at least once per year .
- Compensation committee interlocks: None with Ms. DeFlorio (Company discloses none for all members) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in cash |
| Audit Committee Chair fee | $25,000 | Additional annual cash fee |
| Compensation Committee member fee | $10,000 | Additional annual cash fee |
| Meeting fees (excess meetings) | $2,000 per meeting (non-chair) | For meetings beyond thresholds; $3,000 for chairs |
| 2024 cash actually earned | $27,500 | Stub-period service; see 2024 director compensation table |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (director annual grant) | Oct 15, 2024 | 12,948 shares | $302,077 total; $23.33 per share | Vests in thirds on the first three anniversaries of grant; dividends paid in line with common stock |
Performance metrics table (directors): No performance metrics disclosed for director equity; awards are time-based restricted stock aligned to share price and service continuity .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration | Evidence |
|---|---|---|
| Vivid Seats Inc. | Current board; no disclosed related-party transactions with CURB | |
| SITE Centers | Former board (ended 2024); CURB maintains separation/shared services agreements with SITE Centers; related-party transactions are subject to policy and Nominating & Sustainability Committee oversight |
- Compensation Committee Interlocks: Company discloses none for committee members including Ms. DeFlorio .
Expertise & Qualifications
- Designated “audit committee financial expert” under Item 407 of Regulation S‑K .
- 15+ years investment banking experience (retail sector focus) .
- Strategic/financial oversight across public boards; capital structure/allocation, risk management, and shareholder value expertise cited by the company .
- Education: University of Notre Dame; Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 42,488 shares; <1% of outstanding |
| Unvested director RS (from 2024 grant) | 12,948 shares; vests in three equal installments on the first three anniversaries of 10/15/2024 |
| Hedging/pledging | Prohibited by company policy; company states directors and covered employees are in compliance |
| Director stock ownership guideline | Minimum holding equal to 5x cash retainer ($375,000); must be met within 5 years; must retain 50% of shares until compliant |
Governance Assessment
- Strengths/supportive signals:
- Independent Audit Chair with “financial expert” designation; explicit Audit Committee oversight of enterprise risk, cybersecurity, and auditor independence enhances investor confidence .
- High engagement indicators: met attendance threshold; Board/independent sessions occur regularly; declassified board by 2027 and majority voting bolster accountability .
- Alignment: Director pay includes fixed cash plus sizeable equity grant vesting over three years; stock ownership guidelines (5x cash retainer) and anti-hedging/pledging policy promote alignment and discourage risk misalignment .
- No compensation committee interlocks disclosed; clear related-party review policy with committee oversight .
- Watch items:
- CURB maintains multiple agreements with former parent SITE Centers (separation, shared services, tax and employee matters), requiring ongoing independent oversight; however, Ms. DeFlorio’s prior SITE Centers board service ended in 2024 and related-party oversight resides with independent committees and policies .
- As an emerging growth company, CURB is not yet required to hold say‑on‑pay votes; continued disclosure and engagement will be important as requirements phase in over time .
Director Compensation (2024 actuals)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jane E. DeFlorio | 27,500 | 302,077 | 329,577 |
Program design for non‑employee directors: $75,000 annual cash retainer; $300,000 value upfront restricted stock (vests over 3 years); additional annual committee fees (Audit Chair $25,000; Compensation member $10,000); meeting fees for excess meetings (non‑chair $2,000) .
Board & Committee Activity (post spin‑off through Dec 31, 2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 1 | Each director attended at least 75% of applicable meetings |
| Audit Committee | 1 | DeFlorio is Chair; designated “financial expert” |
| Compensation Committee | 0 | DeFlorio is member |
| Nominating & Sustainability Committee | 0 | N/A |
Policies Relevant to Alignment and Conflicts
- Insider trading, blackout windows, and pre‑clearance for directors/officers; hedging and pledging prohibited .
- Director stock ownership requirements (5x cash retainer; retention requirement until satisfied) .
- Related‑party transaction policy with Nominating & Sustainability Committee approval for material items .
- Independent Chairman; regular executive sessions of non‑management and independent directors .
RED FLAGS
- None disclosed specific to Ms. DeFlorio (no related‑party transactions or committee interlocks involving her reported) . Continued monitoring of CURB’s ongoing SITE Centers agreements remains prudent from a conflict oversight perspective .