Marshall Loeb
About Marshall Loeb
Marshall A. Loeb (age 62) is Chief Executive Officer, President, and a Director of EastGroup Properties (EGP). He rejoined EGP in March 2015 as President & COO and became CEO and Director in January 2016; he previously served at EGP from 1991–2000, rising to SVP. He holds a BS in Accounting and a Master of Tax Accounting from the University of Alabama and an MBA from Harvard Business School, and serves on Nareit’s 2025 Executive Board and Governance Committee and on Lamar Advertising’s Board and Audit Committee . Under his leadership, 2024 FFO per diluted share reached $8.35 (+7.2% YoY), Same-property PNOI grew 5.6%, occupancy was 96.1%, and EGP’s three‑year TSR ranked in the 80th percentile versus Nareit Industrial Index constituents; the portfolio totals ~63.1M square feet across high‑growth markets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EastGroup Properties | President & COO; later CEO & Director | 2015–present; CEO since 2016 | Led industrial REIT strategy and execution across development, acquisitions, and operations |
| Glimcher Realty Trust | President & COO | 2005–2015 | Senior operating leadership at former retail REIT |
| Parkway Properties | Chief Financial Officer | 2000–2005 | Financial leadership at former office REIT |
| EastGroup Properties | Various roles up to SVP | 1991–2000 | Finance, operations, development; progressed from intern to SVP |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Lamar Advertising (LAMR) | Director | Since 2018 | Audit Committee member |
| Nareit | Executive Board & Governance Committee | 2025 | Industry leadership roles |
| EGP Board | Director; Investment Committee Chair | Director since 2016 | Chairs Investment Committee; not independent (CEO) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $745,000 | $775,000 | $850,000 (+9.7% YoY) |
| Target Annual Cash Incentive (% of base) | — | — | 145% ($1,232,500) |
| Target Annual Equity Incentive (% of base) | — | — | 145% ($1,232,500; 6,715 shares @ $183.54) |
| Actual Annual Cash Incentive Paid ($) | $1,428,165 | $1,548,450 | $1,626,900 |
| Stock Awards – Grant Date Fair Value ($) | $2,956,285 | $4,216,711 | $4,220,955 |
| All Other Compensation ($) | $337,647 | $354,509 | $425,183 |
| Total Compensation ($) | $5,467,097 | $6,894,670 | $7,123,038 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcomes
| Metric | Weighting | Target Definition | Outcome vs Target | Payout (% of Target) |
|---|---|---|---|---|
| FFO per diluted share | Part of corporate goals | Nareit-defined FFO | Above target | 140% |
| Same PNOI growth (cash basis, excl. lease terminations) | Part of corporate goals | Same-property cash PNOI | Below target | 60% |
| Debt-to-EBITDAre | Part of corporate goals | Leverage metric | Above target | 150% |
| Fixed charge coverage | Part of corporate goals | EBITDAre / (Interest + principal amort.) | Above target | 150% |
| Individual objectives | CEO weighting 20% | CEO-specific strategic goals | Above target | 127% (CEO) |
| Weighted average (corporate goals) | — | — | — | 133% |
| Total AIP payout (CEO) | — | — | — | 132% of target |
- Form of payment and vesting: 50% cash, 50% equity; 34% of AIP equity vests at certification, remaining equity vests 33% each on Jan 1 of the next two years .
- CEO AIP equity shares earned for 2024: 8,864 shares; AIP cash paid: $1,626,900 .
Long-Term Incentive Plan (LTIP) – 2024 Grant Design
| Component | Weight | Metric | Target Award (Shares) | Vesting |
|---|---|---|---|---|
| Performance-based RSUs | 70% | Relative TSR vs Nareit Equity Index (50%) and Nareit Industrial Index constituents (50%) | 9,573 | 75% at end of 3-year period (2024–2026), 25% on Jan 1 following year, subject to continued service |
| Service-based RSUs | 30% | Continued service | 4,103 | 25% per year over 4 years (e.g., vested on 2/12/2025, 1/1/2026, 1/1/2027, 1/1/2028) |
| 2024 LTIP Grant Date Fair Value ($) | Performance RSUs | Service RSUs |
|---|---|---|
| CEO Marshall Loeb | $2,160,435 | $735,135 |
- LTIP performance status: 2022–2024 paid at target; 2023–2025 tracking at target; 2024–2026 tracking at target (interim) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Marshall A. Loeb) | 146,853 shares as of 3/31/2025 |
| Shares outstanding | 52,265,432 as of 3/31/2025 |
| Ownership (% of outstanding) | ~0.28% (146,853 / 52,265,432; based on cited shares) |
| Options outstanding | None; company does not grant options to executives |
| Hedging/pledging | Prohibited for directors and officers |
| Stock ownership guidelines | Required for directors and executive officers; all with ≥5 years in role are in compliance |
| Director cash retainer multiple | Directors required to own ≥5x annual cash retainer |
Vested vs unvested and unearned awards snapshot (as of 12/31/2024):
- Unvested service-based awards include, among others: 2024 LTIP service-based 4,103 shares; remaining portions of 2023 LTIP service-based 3,419 shares; 2023 AIP award remaining 6,901 shares; and other tranches as disclosed .
- Unearned performance-based awards (target): 2022 LTIP 6,452 (earned in Feb 2025: 75% vested, 25% vests 1/1/2026); 2023 LTIP 10,638; 2024 LTIP 9,573; 2024 AIP corporate metric 8,058 (later determined: 7,145 shares earned) .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment agreements | None (no employment agreements; compensation administered via policies and plans) |
| Severance – termination without cause (no CIC) | Cash: 2x average annual compensation; equity: service-based awards fully accelerated; earned performance awards’ service-based vesting accelerated |
| Change in control (CIC) without termination | If awards are not assumed/continued/replaced: service-based awards fully vest; performance-based deemed achieved at target and vest (no single-trigger cash; equity single-trigger only if awards not assumed) |
| CIC + qualifying termination (double-trigger) | Cash: 3x average annual compensation; benefits: 24 months of health and life insurance; equity: service-based fully accelerated; performance-based deemed target and vest |
| Death | Cash: 1x average annual compensation; equity: full acceleration of service-based and pro‑rated performance-based at target; 90 days salary continuation noted for disability |
| Protection period | 24 months (CEO, CFO, EVPs) |
| Clawback policy | Adopted Aug 2023; recovery of erroneously awarded compensation over 3 years for restatements, with enhanced recovery up to 100% if misconduct contributed |
| Hedging/pledging | Prohibited (policy) |
| Retirement policy | Equity awards accelerate/continue subject to noncompetition agreement; forfeiture/recovery if breach |
Board Governance
- Board independence and structure: 6 of 7 directors are independent; Chairman is independent (Donald Colleran); roles of Chairman and CEO are separated .
- Committee memberships: Audit, Compensation, and Nominating/Governance Committees are 100% independent; Loeb chairs the Investment Committee and is not on Audit/Comp/NCGC .
- Attendance: Board held 7 meetings in 2024; directors averaged 98% attendance; 27 total Board/committee meetings; 100% attendance at 2024 annual meeting .
- Director compensation: As an employee, Loeb received no director fees; director ownership guideline is ≥5x cash retainer .
Compensation Structure Analysis
- Pay mix: Majority at‑risk via AIP and LTIP; CEO’s target compensation heavily weighted to equity and performance metrics (FFO, Same‑PNOI, leverage, coverage; LTIP based on relative TSR) .
- YOY changes: CEO base salary increased 9.7% to $850,000 in 2024; target AIP set at 145% cash and 145% equity of base .
- Governance features: No employment agreements, no guaranteed bonuses, no tax gross‑ups, no single‑trigger cash provisions, and robust clawback; hedging/pledging prohibited .
- Peer benchmarking: Compensation positioned generally at median of a 15‑company REIT peer group; TSR ranked at 86th percentile among peers used for benchmarking .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~97.3% of votes cast supported NEO compensation (eighth consecutive year >97%); Committee made no changes due to strong support .
Equity Ownership & Alignment Details (Selected)
| Category | Shares / Notes |
|---|---|
| CEO unvested service-based awards (examples) | 4,103 (2024 LTIP service); 3,419 (2023 LTIP service); plus remaining AIP tranches as detailed |
| CEO unearned performance awards (target) | 6,452 (2022 LTIP; earned Feb 2025); 10,638 (2023 LTIP); 9,573 (2024 LTIP); 8,058 (2024 AIP corporate metric before determination) |
| 2024 vesting cadence | AIP equity: 34% at certification, 33% on 1/1/2026 and 1/1/2027; LTIP performance: 75% after the 3-year period ends, 25% next Jan 1; LTIP service: 25% per year over 4 years |
Performance & Track Record Highlights
- 2024 operational and financial metrics: FFO/diluted share $8.35 (+7.2% YoY); Net income/diluted share $4.66 (+5.4% YoY); Same‑PNOI (cash basis) +5.6%; occupancy 96.1% .
- Strategic execution: 9.4M sq. ft. leases signed; rental rates +53%; $403.8M acquisitions and $608.7M development program across 21 projects .
- TSR ranking: 80th percentile vs Nareit Industrial Index constituents over the three‑year period ended 2024 .
Compensation Committee Analysis
- Composition: Independent directors Bolton (Chair), Colleran, and Fields; six meetings in 2024 .
- Consultant: Ferguson Partners Consulting (FPC) advises on design, peer benchmarking, and award recommendations .
- Risk assessment: Committee concluded programs are not reasonably likely to have a material adverse effect; evaluated annually .
- Peer group and positioning: 15 REIT peers; target compensation generally near median of peers; EGP TSR ranked 86th percentile among peers considered .
Investment Implications
- Alignment: Strong pay‑for‑performance design links annual outcomes to FFO, Same‑PNOI, and balance sheet strength; multi‑year LTIP tied to relative TSR across sector indices, reinforcing shareholder alignment .
- Retention vs supply: Multi‑year vesting (AIP equity over 2 years; LTIP performance 3+1 years; LTIP service 4 years) supports retention. Scheduled vesting dates (e.g., 1/1/2026 and 1/1/2027 for 2024 AIP; LTIP tranches) may create periodic supply events if shares are sold upon vesting; policy prohibits hedging/pledging, mitigating risk of misalignment .
- Governance quality: Separation of Chairman/CEO, independent committees, clawback, no tax gross‑ups, and repeat high say‑on‑pay support (~97.3%) reduce governance and compensation risk premiums .
- Ownership: CEO’s direct stake (~0.28%) offers skin‑in‑the‑game but not controlling; company‑wide ownership guidelines and compliance aim to maintain alignment .