Lesley H. Solomon
About Lesley H. Solomon
Lesley H. Solomon (age 53) serves as Executive Vice President, General Counsel and Secretary of Curbline Properties Corp. (CURB) and has held the role since April 2024; she previously was Senior Vice President and Deputy General Counsel at SITE Centers during April–September 2024, General Counsel and Secretary at CatchMark Timber Trust (2018–2022), and earlier a partner at Alston & Bird LLP (2006–2018) focused on M&A, capital markets, and securities compliance; she holds a JD from Georgetown and a BA from Duke . CURB’s incentive design for executives, including Solomon, emphasizes pay-for-performance with annual cash incentives set each year and long-term equity with at least 50% tied to relative TSR against a peer group, aligning compensation to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SITE Centers Corp. | Senior Vice President & Deputy General Counsel | Apr 2024 – Sep 2024 | Supported spin-off preparation and public company governance transition for CURB . |
| CatchMark Timber Trust, Inc. | General Counsel & Secretary | 2018 – 2022 | Led public REIT legal, capital markets, and compliance functions . |
| Alston & Bird LLP | Partner | 2006 – 2018 | Executed M&A, equity/debt financings, and Exchange Act/NYSE/Nasdaq compliance for issuers . |
Fixed Compensation
| Element | Terms | Notes |
|---|---|---|
| Base Salary | $400,000 per year | Set in Assigned Employment Agreement effective Sep 1, 2024; subject to increases . |
| Annual Time‑Based Equity | $150,000 grant value each year (from 2025), in RS or LTIP units (default RS), vesting in 4 equal annual installments | Shares/units equal to $150,000 divided by 10‑day average closing price before grant; cash dividends/distributions paid currently . |
| Benefits | Participation in CURB 401(k)/deferred comp and health, life, disability, etc., on terms for senior executives | Standard executive benefits eligibility . |
Performance Compensation
| Incentive | Metric/Structure | Target/Range | Vest/Measure | Notes |
|---|---|---|---|---|
| Annual Cash Bonus | Committee‑set financial/strategic metrics each year | Threshold 25%, Target 50%, Maximum 75% of year‑end base salary | Annual payout (Jan–Mar following year) | Performance metrics and weightings set by Mar 15 each year; no guarantee . |
| Annual Performance‑Based Equity | Mix of metrics with ≥50% weight on relative TSR vs committee‑set peer group | Target grant value $600,000; payout varies from 0%–200% of target (amended to 0%–250% on Sep 26, 2025) | Performance period ~37 months; distributions paid in cash on deferred/contingent basis | Award form RS or LTIP units (default RS) at exec election; 2025 amendment aligned max to CEO’s 250% . |
Performance policy safeguards: NYSE/Rule 10D‑1 compliant clawback (effective Sep 1, 2024) requiring recovery of excess incentive‑based pay upon restatements; company notes no restatements requiring clawback to date .
Equity Ownership & Alignment
| Item | Status/Requirement | Detail |
|---|---|---|
| Initial beneficial ownership | 0 common shares at Form 3 filing (Sep 23, 2024) | Officer and director; no non‑derivative holdings reported at appointment . |
| Stock ownership guidelines | Section 16 officers (other than CEO/CFO) must hold ≥1× annual base salary in stock/equivalents | Must be met by fifth anniversary of the first March 31 following first grant, and on each anniversary thereafter; retain 50% of net shares until met . |
| Hedging/pledging | Prohibited for directors and officers | No margin, pledging, or hedging (e.g., collars, swaps); company reports current compliance by directors and executive officers . |
| Trading controls | Pre‑clearance and blackout policy | All directors and senior officers must pre‑clear trades; quarterly blackouts apply . |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Agreement effective date | September 1, 2024 (Assigned Employment Agreement) | |
| Title | Executive Vice President, General Counsel and Secretary | |
| Contract duration | Extends through April 30, 2027 | |
| Non‑compete | 12‑month post‑employment non‑compete against companies in CURB’s relative TSR peer group; ≤3% passive holdings allowed | |
| Non‑solicit | 12‑month employee non‑solicitation post‑employment | |
| Confidentiality/Non‑disparagement | Perpetual confidentiality; bilateral non‑disparagement (carve‑outs for legal process/SEC) | |
| Clawback | NYSE/Exchange Act 10D‑1 compliant recoupment policy |
Severance and Change‑in‑Control Economics (Double‑Trigger CIC)
| Scenario | Cash Severance | Bonus Treatment | Health/Insurance | Equity Treatment |
|---|---|---|---|---|
| Involuntary (not for cause) or Good Reason | 1.5× (Base Salary + Average Annual Bonus) | Prior year unpaid bonus (if any) + pro‑rated current year bonus based on actual performance | Lump sum equal to 18 months of health/dental/vision and employer‑paid insurance premiums | Time‑ and performance‑based equity subject to accelerated vesting per award terms; time‑based equity generally vests; performance‑based generally vests based on performance to date . |
| CIC + Triggering Event (termination without cause or for Good Reason within 2 years) | 2.5× (Base Salary + Average Annual Bonus) | Pro‑rated current year bonus at Target | Same 18‑month lump sum | Accelerated vesting per award terms; release requirement waived for CIC severance . |
Notes: Lump‑sum severance and health payments are generally due within ~74 days post‑termination, subject to conditions in the agreement .
Performance & Track Record
- 2024 execution highlights used by the Compensation Committee in awarding maximum 2024 NEO cash bonuses included: completion of the spin‑off and NYSE listing, acquisition of 20 convenience shopping centers for $206.1M, extensive investor outreach post‑spin, a new $500M credit facility (including $400M revolver and $100M delayed‑draw term loan), and hedging the term loan rate via a swap to 5.078% all‑in .
Compensation Structure Analysis
- Shift to equity and TSR linkage: Long‑term incentives emphasize relative TSR (≥50% weight) over ~37 months, aligning outcomes with shareholder returns .
- Upside calibration: On Sep 26, 2025, the max payout for annual performance‑based equity was increased to 250% of target (aligned with CEO), raising potential upside/leverage of equity compensation .
- Governance guardrails: Clawback policy, hedging/pledging prohibitions, pre‑clearance/blackout trading policy, and stock ownership guidelines collectively mitigate misalignment and risky behavior .
Investment Implications
- Alignment: Required stock ownership (≥1× salary for Section 16 officers), 50%+ TSR weighting for performance equity, and anti‑pledging/hedging policies support strong pay‑performance alignment and reduce adverse incentive risks over time .
- Retention vs. selling pressure: Four‑year vesting for time‑based equity and ~37‑month performance cycles promote retention; potential selling pressure may cluster post‑vesting but is moderated by pre‑clearance and blackout controls .
- Change‑in‑control economics: Double‑trigger CIC protection at 2.5× salary+bonus, plus pro‑rated target bonus and equity acceleration, provides management stability through strategic events while avoiding single‑trigger windfalls .
- Risk checks: Restatement‑based clawback, no excise tax gross‑ups in executive arrangements (company policy), and standard restrictive covenants (12‑month non‑compete/solicit) are shareholder‑friendly features limiting governance red flags .
Appendix: Key Reference Extracts
- Biography and education: CURB 10‑K FY2024 .
- Employment agreement core terms: Form 10‑12B – Assigned Employment Agreement (Sep 1, 2024) .
- Severance/CIC: Form 10‑12B Sections 7.2/7.5 .
- 2025 amendment to performance equity max (to 250%): 8‑K Item 5.02 (Sep 29, 2025) .
- Ownership/insider policies: Proxy (DEF 14A) 2025 – stock ownership guidelines; hedging/pledging; insider trading policy .
- Form 3 initial beneficial ownership: 0 shares (Sep 23, 2024) .