Gregory E. Zimmerman
About Gregory E. Zimmerman
Executive Vice President and Chief Investment Officer at EPR Properties since April 2019; age 63. Prior roles include EVP, Development at Washington Prime Group (2015–2019) and SVP, Big Box/Theatre & Peripheral Development at Simon Property Group (2008–2015). Education: JD, University of Pennsylvania Law School; BA in History, Dickinson College. Company performance indicators tied to his remit show 2024 investment spending of $263.9 million (primarily non-theatre), dispositions of $74.4 million, and FFO, as adjusted, per share of ~$4.87; LTI PSUs for the 2022–2024 period paid at maximums with TSR at the 91st percentile vs triple-net peers, 77th vs MSCI US REIT, and AFFO per share CAGR of 14.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Washington Prime Group Inc. | Executive Vice President, Development | 2015–2019 | Led development for shopping center owner/developer . |
| Simon Property Group, Inc. | Senior Vice President, Big Box, Theatre & Peripheral Development | 2008–2015 | Oversaw major tenant categories and peripheral development for leading REIT . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ball State University Foundation – Cardinal Properties | Board of Directors | Current | Governance oversight for foundation real estate affiliate . |
| Boy Scouts of America, Dickinson College | Various boards | Prior | Community leadership and governance experience . |
Fixed Compensation
Multi-year compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $465,000 | $478,950 | $495,750 |
| Bonus (AIP election reflected as equity premium) | $580,785 | $855,806 | $673,263 |
| Share Awards (LTI time‑vested RS + PSUs grant date fair value) | $1,738,279 | $1,729,086 | $1,697,193 |
| All Other Compensation | $58,098 | $67,637 | $82,346 |
| Total Compensation | $2,842,162 | $3,131,479 | $2,948,552 |
AIP target opportunity and weighting (2024):
- Target bonus: 105% of base salary; min 52.5%, max 210% .
- Weighting: FFO, as adjusted, per Share (50%); Investment spending (30%); Personal objectives (20%) .
Performance Compensation
2024 AIP metrics, targets, and payout:
| Metric | Weighting | Target | Actual | Payout Result |
|---|---|---|---|---|
| FFO, as adjusted, per Share | 50% | $4.86 | $4.87 | Between target and maximum |
| Investment spending | 30% | $250 million | $263.9 million | Between target and maximum |
| Personal objectives | 20% | n/a | n/a | Incorporated in final bonus |
2024 AIP payout and vesting (Zimmerman):
- Actual bonus: 135.8% of base salary; cash amount $673,263, with equity grant valued at $1,009,895 when electing stock at a 150% premium; AIP restricted shares vest 33⅓% annually over 3 years .
LTI design and vesting:
- LTI mix: ⅔ PSUs, ⅓ time-vested restricted shares; restricted shares vest 25% annually over 4 years; PSUs earned over 3-year periods based on (i) TSR vs triple-net peer group (52.2% weight), (ii) TSR vs MSCI US REIT Index (26.1% weight), (iii) AFFO per Share CAGR (21.7% weight). Beginning 2024, targets for TSR metrics increased to the 55th percentile .
- 2022–2024 PSUs settled at maximums: TSR vs peers 91st percentile, TSR vs MSCI 77th percentile, AFFO CAGR 14.2%; payout percentage 200% on each metric; PSUs vested January 1, 2025 .
2024 LTI grants (value and counts):
| Component | Award Value (% of Salary) | Counts |
|---|---|---|
| Time-vested restricted shares | 74.9% | 8,474 shares |
| PSUs (target) | 172.6% | 19,527 units |
Equity Ownership & Alignment
Beneficial ownership, compliance, and vesting pipeline:
| Item | Details |
|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 179,421 shares (incl. 111,571 held in trust; 67,850 nonvested restricted shares); <1% of outstanding . |
| Ownership guidelines (effective Feb 24, 2025) | Executive Vice Presidents: 6x current base salary; compliance within 4 years . |
| Anti-hedging/pledging | Company prohibits hedging and pledging of Company securities . |
| Clawback policy | Adopted Oct 2, 2023 (NYSE-compliant compensation recovery) . |
| Option holdings | No options outstanding; none exercisable/unexercisable . |
| 2024 vesting realized | 75,446 shares vested; $3,381,397 value realized; withheld shares for taxes: 12,075 (Jan 1, 2024) and 22,167 (Feb 26, 2024) . |
Scheduled vesting (unvested/uneared awards as of Dec 31, 2024):
| Vest Date | AIP RS | LTI RS | PSUs (target) |
|---|---|---|---|
| Jan 1, 2025 | 21,583 | 8,367 | 15,394 |
| Jan 1, 2026 | 15,511 | 6,220 | 17,421 |
| Jan 1, 2027 | 8,875 | 4,295 | 19,527 |
| Jan 1, 2028 | n/a | 2,118 | n/a |
Unvested holdings at FY-end:
- Restricted shares: 66,969 ($2,965,387 at $44.28) .
- Unearned PSUs: 52,342 ($2,317,704 at $44.28, assuming target) .
Stock ownership guideline alignment: With 179,421 shares beneficially owned, and using the $44.28 closing price on Dec 31, 2024 for context, indicative value is ~$7.95 million, above the 6x salary requirement based on 2024 base ($495,750 → ~$2.98 million). Company assesses compliance per policy; this directional view indicates strong alignment .
Employment Terms
Severance and change-in-control economics (Severance Plan + equity plans):
| Provision | Zimmerman Terms |
|---|---|
| Cash severance – termination without cause/for good reason | $2,561,747 |
| Cash severance – CIC window (6 months before/1 year after CIC) | $3,069,891; plus additional 6x monthly base compensation if qualifying termination in CIC window |
| Equity acceleration (qualifying termination) | Immediate vesting of all unvested/unexercisable equity awards; options exercisable to earlier of 5th anniversary of termination or option expiration |
| Equity acceleration (CIC) | If awards not assumed/substituted by successor, outstanding awards become fully exercisable/payable at CIC; otherwise remain per original terms |
| Death/Disability | Immediate vesting of options, restricted shares, and performance share awards |
| Health benefits continuation/outplacement | Company-paid premiums included in cash severance amounts; 12 months outplacement services upon qualifying termination |
| Restrictive covenants | Non-compete, non-solicit, confidentiality and other post-employment covenants required to receive severance; release of claims required |
| Tax gross-ups | No gross-ups for CIC payments; minor tax gross-ups exist for term life insurance premiums within all-other compensation ($11,854 in 2024) |
Compensation Structure Analysis
- Mix shifts and alignment: Variable pay dominates—Zimmerman’s AIP and LTI equity awards form the bulk of compensation, with AIP elections incented into equity at 150% of cash to deepen alignment and introduce multi-year vesting (3–4 years) .
- Performance hurdles tightened: Beginning 2024, TSR targets raised to the 55th percentile for target PSU payouts, increasing difficulty vs prior design and reinforcing pay-for-performance .
- Risk controls: Investment spending is an AIP metric but mitigated by underwriting independence and an investment committee (NEOs, Board approval over $85 million) limiting excessive risk-taking . Maximum payout caps across AIP and LTI apply .
- Governance enhancements: Market-leading stock ownership guidelines (EVPs: 6x salary), anti-hedging/pledging, and clawback policy bolster alignment and downside protections .
- Shareholder support: Say-on-pay approval ~92% in 2024, consistent high support over a decade, signaling investor acceptance of program design .
Related Party Transactions and Red Flags
- Hedging/pledging prohibited (policy-level), reducing misalignment risks .
- No CIC tax gross-ups; modest tax gross-ups tied to life insurance premiums persist in all-other compensation ($11,854 in 2024) .
- Option repricing not permitted; no outstanding options for Zimmerman at FY-end .
- AIP investment-spending metric could elevate risk, but structural mitigants are disclosed (multi-level approvals, underwriting independence) .
Say-On-Pay & Peer Benchmarking
- Say-on-pay: 92.0% approval in 2024 .
- PSU peer frames: TSR measured against triple-net lease peer group and MSCI US REIT Index; 2024–2026 peer constituents include Realty Income, W.P. Carey, VICI, GLPI, Agree Realty, NNN REIT, etc. .
Expertise & Qualifications
- Legal training (JD) paired with deep experiential/retail real estate development and investment experience at SPG and Washington Prime; current role entails leading investments with underwriting and investment committee oversight .
Vesting Schedules and Insider Selling Pressure
- Near-term supply from scheduled vesting is material: 2025–2027 AIP and LTI RS totaling 27,770 shares (2025), 21,731 (2026), 13,170 (2027), plus PSUs of 15,394 (2025), 17,421 (2026), 19,527 (2027) subject to performance. Tax withholding on vesting led to surrenders of 12,075 (Jan 1, 2024) and 22,167 (Feb 26, 2024), indicating non-open-market dispositions for taxes rather than discretionary selling . Anti-hedging/pledging policy disallows leverage-related selling pressure .
Investment Implications
- Strong alignment: Large beneficial ownership and premium AIP equity elections, combined with stringent ownership guidelines and anti-hedging/pledging, indicate high skin-in-the-game and reduced misalignment risk .
- Pay-for-performance: Elevated PSU performance hurdles (55th percentile TSR) and recent maximum PSU payouts following operational recovery tie upside to sustained TSR and AFFO growth—positive for long-horizon investors if experiential real estate demand persists .
- Retention and execution: Multi-year vesting cadence and robust severance/CIC terms reduce near-term departure risk; investment committee gating mitigates the AIP’s investment spending incentive risk—supporting disciplined capital allocation under Zimmerman’s CIO leadership .
- Monitor vesting overhang and Form 4s: Scheduled RS and PSU conversions could create periodic technical supply; tax-withholding surrenders are routine but worth tracking around January/February vest dates for trading signals .