Terrance R. Ahern

About Terrance R. Ahern

Terrance R. Ahern (age 69) is the independent Chairman of the Board of Curbline Properties Corp. (CURB). He has served on CURB’s board since September 2024 and chairs the Compensation Committee while also serving on the Audit Committee; the Board has designated him an “audit committee financial expert.” Ahern co‑founded The Townsend Group (institutional real estate advisory and investment management) in 1986, served as CEO until May 2022, and as chairman emeritus until 2024. He previously chaired the board of SITE Centers (2011–2024) and has been an independent director of KKR Real Estate Finance Trust (NYSE: KREF) since 2017 .

Past Roles

External Roles

Board Governance

• Structure and independence

  • Independent Chairman of the Board; CEO role is separate (Board determined this is appropriate for CURB) . Chairman responsibilities include agenda‑setting, leading executive sessions, strategy input, succession planning coordination, and acting as liaison between management and non‑management directors .
  • Board independence: six of seven directors independent; the Board affirmatively determined all non‑management directors (including Ahern) were independent in 2024 and nominees for 2025 are independent under NYSE/SEC standards .
  • Classified board through 2026; declassification completes at 2027 annual meeting (Ahern is Class III; term expires 2027) .
  • Proxy access (3%/3 years, up to greater of 2 nominees or 20% of board) and majority voting in uncontested elections .
  • Anti‑overboarding policy noted in governance highlights .

• Meetings, attendance, and executive sessions

  • Board meetings from spin‑off (Oct 1, 2024) through year‑end: 1 meeting; each director attended at least 75% of board/committee meetings during their service period .
  • Executive sessions of non‑management directors at least quarterly; independent directors meet at least annually .

• Committees and roles (current)

  • Compensation Committee: Chair – Terrance R. Ahern; members – Ahern, Jane E. DeFlorio, Barry A. Sholem. All independent; no meetings held in 2024 post spin‑off .
  • Audit Committee: Chair – Jane E. DeFlorio; members – DeFlorio, Ahern, Linda B. Abraham. All independent; met once in 2024; DeFlorio and Ahern designated “audit committee financial experts” .
  • Nominating & Sustainability Committee: Chair – Victor B. MacFarlane; members – MacFarlane, Abraham, Sholem; all independent; no meetings in 2024 .

Fixed Compensation

• Director compensation program and fees (non‑employee directors) | Component | Amount | Vesting/Payable | |---|---|---| | Annual cash retainer | $75,000 | Paid quarterly in cash | | Upfront restricted stock grant | $300,000 value | Vests ratably over 3 years | | Additional Chairman of the Board fee | $100,000 annually | Paid quarterly in cash | | Meeting fees (Board) | $2,000 per meeting over 8/year; Chairman $3,000 | Paid for meetings above threshold | | Committee fees – Audit | Chair $25,000; Member $12,500 | Paid quarterly | | Committee fees – Compensation | Chair $20,000; Member $10,000 | Paid quarterly | | Committee fees – Nominating & Sustainability | Chair $15,000; Member $7,500 | Paid quarterly | | Extra committee meeting fees | Chair $3,000 per meeting; Members $2,000 per meeting beyond: Audit >6/yr; Comp >4/yr; N&S >4/yr | Cash |

• 2024 director compensation (Ahern) | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Terrance R. Ahern | 51,875 | 302,077 (12,948 restricted shares at $23.33 grant‑date fair value on Oct 15, 2024; vest in thirds on each of the first three anniversaries) | 353,952 |

Performance Compensation

• Director equity is time‑based restricted stock, not performance‑conditioned; no director‑level performance metrics are disclosed for equity vesting .

Other Directorships & Interlocks

Expertise & Qualifications

• 35+ years of institutional real estate advisory/investment experience; founder/operator perspective plus deep buy‑side LP advisory insights from The Townsend Group .
• Significant public REIT board leadership; former Chairman of SITE Centers (2011–2024) and current independent director at KREF .
• Designated “audit committee financial expert”; service on CURB’s Audit Committee .
• Recognized industry engagement (PREA Board, NAREIT, NCREIF; frequent industry speaker) .

Equity Ownership

Governance Assessment

• Positives

  • Independent Chairman structure with clear responsibilities; separation from CEO role improves oversight and risk governance .
  • Ahern’s deep real estate and capital markets background and “audit committee financial expert” designation enhance board effectiveness (strategy, capital allocation, audit oversight) .
  • Majority‑independent board; proxy access; majority voting standard in uncontested elections; anti‑overboarding; regular executive sessions – all support shareholder rights and independent oversight .
  • Pay alignment for directors via meaningful time‑based equity grants; anti‑hedging/pledging and ownership guidelines promote alignment; company reports compliance with hedging/pledging prohibitions .

• Risks and potential conflicts

  • CURB’s spin‑off from SITE Centers left multiple ongoing related‑party arrangements (Separation and Distribution, Shared Services with 2% of CURB Gross Revenue fee, Tax Matters, Employee Matters). Although approved in connection with the spin and subject to policy oversight, these continuing ties to former parent could present perceived conflicts; Ahern’s long prior service as SITE Centers Chair/Director heightens the need for robust independence safeguards (board oversight sits with independent committees) – .
  • Emerging Growth Company status reduces compensation disclosure and defers Say‑on‑Pay requirements, limiting shareholder feedback mechanisms in early years .

• Engagement/attendance signals

  • From the spin date through year‑end 2024, the Board met once; the Audit Committee met once; Comp and Nominating did not meet (reflective of stub period). All directors met at least the 75% attendance threshold .

• RED FLAGS

  • No director‑specific red flags disclosed (e.g., pledging, hedging, related‑party transactions with Ahern, attendance shortfalls) in the proxy; ongoing related‑party agreements with SITE Centers require continued vigilant committee oversight to manage perceived conflicts –.

Implication: Ahern’s profile as an independent Chair with deep REIT/LP advisory expertise and audit qualifications is a governance positive for investor confidence. The primary governance watch‑item is CURB’s continuing contractual dependence on SITE Centers post‑spin; investors should monitor committee oversight of these agreements and any renegotiations/terminations for signals of board assertiveness and independence – –.