Victor B. MacFarlane
About Victor B. MacFarlane
Victor B. MacFarlane (age 73) is an independent Class III director of Curbline Properties Corp. (CURB), serving since September 2024; his current term runs through the 2027 annual meeting. He is Chair of the Nominating & Sustainability Committee, with over 45 years of real estate investment experience and is Chairman and CEO of MacFarlane Partners (founded 1987), bringing expertise in corporate finance, portfolio management, and risk management to CURB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MacFarlane Partners | Chairman & CEO | 1987–Present | Founded institutional real estate investment manager; >45 years real estate investment experience |
| SITE Centers Corp. | Independent Director | 2002–2024 | Former director prior to CURB spin-off; governance continuity in retail REITs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veris Residential, Inc. (NYSE: VRE) | Independent Director | 2021–Present | Audit Committee; Compensation Committee |
| Real Estate Executive Council | Co-founder; Emeritus Board Member | N/A | Industry network and governance exposure |
| Urban Land Institute (ULI) | Member; Former Trustee | N/A | Policy and industry best practices |
| Pension Real Estate Association (PREA) | Member; Former Director | N/A | Institutional investor perspective |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent (affirmatively determined by Board under NYSE and SEC rules) |
| Committee Assignments | Nominating & Sustainability (Chair) |
| Other Board Roles | Not on Audit or Compensation Committees |
| Board Leadership | Separate independent Chairman (Terrance R. Ahern); CEO is not Chair |
| Attendance & Engagement | Board held 1 meeting post spin-off in 2024; each director attended ≥75% of Board and applicable committee meetings; non‑management directors meet in executive session at least quarterly |
| Committee Meeting Activity (2024) | Audit: 1 meeting; Compensation: 0; Nominating & Sustainability: 0 |
| Elections & Tenure | Classified board sunsets by 2027; Class III term to 2027 annual meeting |
| Stockholder Rights | Majority vote standard (uncontested); proxy access (3%/3 years, greater of 2 nominees or 20% of Board); anti‑overboarding policy |
Fixed Compensation
| Component (Directors, 2024 program) | Amount | Terms |
|---|---|---|
| Annual Cash Retainer | $75,000 | Paid quarterly in cash |
| Committee Chair Fees | Audit: $25,000; Compensation: $20,000; Nominating & Sustainability: $15,000 | Paid quarterly in cash |
| Committee Member Fees | Audit: $12,500; Compensation: $10,000; Nominating & Sustainability: $7,500 | Paid quarterly in cash |
| Meeting Fees (Board) | $2,000 per meeting beyond 8/year | Chair of the Board: $3,000 per meeting beyond 8/year |
| Meeting Fees (Committee) | Chair: $3,000 per meeting beyond thresholds; Members: $2,000 | Thresholds: Audit >6/year; Compensation >4/year; Nominating & Sustainability >4/year |
| Victor B. MacFarlane – 2024 Actual | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 22,500 | As reported for 2024 |
| Stock Awards (Grant-Date Fair Value) | 302,077 | 12,948 restricted shares at $23.33 (10/15/2024) |
| Total | 324,577 | As reported for 2024 |
Performance Compensation
| Equity Award | Grant Date | Number of Shares | Grant-Date Fair Value ($) | Vesting Schedule | Dividends |
|---|---|---|---|---|---|
| Restricted Stock (Directors) | Oct 15, 2024 | 12,948 | 302,077 | Vests in thirds on first 3 anniversaries; continued service required | Dividends paid when paid to other holders |
Note: Non-employee director equity is time-based; CURB does not disclose performance metrics for director compensation (performance metrics and PSU/LTIP structures apply to NEOs, not directors) .
Other Directorships & Interlocks
| Linkage | Detail |
|---|---|
| Prior Interlock with SITE Centers | Served as SITE Centers director (2002–2024); several CURB directors have SITE Centers history; CURB maintains multiple agreements with SITE Centers tied to the spin-off (Separation & Distribution, Shared Services, Tax Matters, Employee Matters) |
| Current External Public Board | Veris Residential (NYSE: VRE) – Audit and Compensation committees |
| Governance Implication | As Chair of CURB’s Nominating & Sustainability Committee, MacFarlane oversees governance policies including related-party transaction reviews, relevant given ongoing SITE Centers arrangements |
Expertise & Qualifications
- Three decades as CEO of an institutional real estate investment manager; >45 years in real estate investment, corporate finance, portfolio management, and risk management .
- Service on audit and compensation committees at a public REIT (Veris Residential), evidencing financial literacy and compensation oversight experience .
- Industry networks across ULI, PREA, and REEC, supporting governance and market insight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 17,466 shares; less than 1% of outstanding |
| Shares Outstanding (Reference) | 105,214,483 as of March 1, 2025 |
| Director Stock Ownership Guidelines | 5x cash retainer ($375,000) within 5 years of first grant; retain 50% of equity compensation until met |
| Hedging/Pledging Policy | Prohibits holding stock in margin accounts, pledging as collateral, and hedging transactions; company states current compliance by directors/officers |
| Insider Trading Policy | Pre-clearance required; quarterly blackout periods; 10b5‑1 plan controls |
| Section 16(a) Compliance | All required ownership reports timely filed for 2024 |
Governance Assessment
- Board effectiveness: Independent director and Chair of Nominating & Sustainability; Board majority independent; separate independent Chairman; majority vote standard and proxy access enhance accountability .
- Independence and attendance: Board met once post spin-off; each director met ≥75% attendance thresholds; non‑management executive sessions at least quarterly support independent oversight .
- Ownership alignment: Director compensation is equity-heavy with a substantial upfront restricted stock grant; robust stock ownership guidelines and anti‑hedging/pledging policy strengthen alignment .
- Potential conflicts (RED FLAGS): CURB maintains extensive related-party arrangements with SITE Centers (fees, shared offices/services, receivables/payables); MacFarlane chairs the committee overseeing related-party transactions—this structure demands rigorous oversight to mitigate perceived conflicts and ensure arm’s‑length terms . Also, CURB’s CEO continues to serve as SITE Centers’ CEO under employment agreements and shared services—another interlock that heightens conflict risk requiring board vigilance .
- Compensation practices: No director performance metrics disclosed; equity grants are time-based; committee fee framework disclosed; emerging growth company status reduces some shareholder vote disclosures (no say‑on‑pay requirement), which investors should note when assessing pay governance .
Overall signal: Strong independence structure and ownership alignment policies are positives, but the continuing operational and leadership ties to SITE Centers create related‑party exposure that necessitates stringent committee oversight and transparent monitoring to sustain investor confidence .