Daniel Guglielmone
Executive Vice President, Chief Financial Officer and Treasurer at FEDERAL REALTY INVESTMENT TRUST
Executive
About Daniel Guglielmone
Executive Vice President, Chief Financial Officer & Treasurer of Federal Realty Investment Trust since 2016; age 58 as disclosed in the latest proxy. He oversees forecasting, reporting, capital allocation, investor relations, and East Coast property transactions. 2024 performance highlights under his remit included raising $485M via the company’s first convertible bond to refinance maturing debt, opportunistic $304M equity issuance to maintain balance sheet strength, improved credit metrics (incl. net debt to EBITDA), and continuing dividend increases (57th consecutive year). Long-term incentives are tied to three-year metrics: relative TSR vs BBRESHOP (34%), FFO multiple premium (33%), and ROIC (33%), with the 2022–2024 cycle paying out at 117.47%.
Past Roles
Not disclosed in current SEC proxy/filings reviewed.
External Roles
Not disclosed in current SEC proxy/filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $575,000 | $575,000 |
| Target Bonus (% of Base) | — | 100% | 100% |
| Actual Annual Bonus Paid ($) | $718,750 | $718,750 | $646,875 |
| One-time Supplemental Bonus ($) | — | $150,000 | — |
Notes:
- 2024 target long-term equity increased to $1.5M, bringing total 2024 target comp to $2.65M; no other NEO target changes in 2024.
- Actual 2024 total reported compensation was $2,299,188 (salary + stock awards + annual bonus + other).
Performance Compensation
Annual Bonus Program – 2024
| Metric | Threshold | Target | Stretch | Actual | Payout Factor |
|---|---|---|---|---|---|
| FFO per diluted share | $6.61 | $6.71 | $6.81 | $6.77 | 112.5% |
Structure:
- 25% of NEO bonus tied to corporate FFO performance; 75% to individual performance. For 2024, the Committee awarded the full individual portion to NEOs.
Long-Term Incentive (LTI) Plan – 2022–2024 Cycle
| Metric | Weighting | Target | Actual | Payout Factor (Unweighted) | Weighted Contribution |
|---|---|---|---|---|---|
| Relative TSR vs BBRESHOP | 34% | Index | 5% < Index | 58.7% | 19.96% |
| FFO Multiple Premium | 33% | 15% Premium | 20% Premium | 145.5% | 48.02% |
| Return on Invested Capital (ROIC) | 33% | 7.00% | 7.25% | 150.0% | 49.50% |
| Final Payout | — | — | — | — | 117.47% |
Payout form and vesting:
- Earned LTI paid as restricted shares after the 3-year performance period; these shares then vest equally over the subsequent 3 years, creating a mandatory holding period: 100% held for 1 year, 2/3 held for 2 years, 1/3 held for 3 years.
Grants of Plan-Based Awards – 2024 (granted for 2021–2023 LTI and 2023 bonus)
| Grant Type | Grant Date | Shares | Grant Date Fair Value |
|---|---|---|---|
| LTI restricted shares (3-year perf ending 12/31/2023) | 2/6/2024 | 10,466 | $1,063,974 |
Vesting schedules (Daniel Guglielmone, as of 12/31/2024):
- 10,466 shares: vest 1/3 on Feb 12 of 2025, 2026, 2027.
- 5,997 shares: 1/2 vested Feb 12, 2025; remainder vest Feb 12, 2026.
- 2,348 shares: vested Feb 12, 2025.
- 3,428 shares: 1/2 vest Aug 3, 2025; 1/2 Aug 3, 2026.
No options were granted to NEOs in 2024; Company policy prohibits repricing and grants at or above fair market value.
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Common Shares Owned | 38,842 |
| Unvested Restricted Shares | 29,342 |
| Total Beneficial Ownership | 68,184 (<1% of outstanding) |
| Options (Exercisable/Unexercisable) | None outstanding; no options exercised in 2024 |
| Ownership Guidelines | 2.5x base salary plus annual bonus for NEOs; all current NEOs in compliance as of 12/31/2024 |
| Pledging/Hedging | Prohibited for officers and trustees |
Outstanding equity awards at FY-end (selected for Daniel):
- 10,466 unvested (market value $1,171,669 at $111.95)
- 5,997 unvested (market value $671,364)
- 2,348 unvested (market value $262,859)
- 3,428 unvested (market value $383,765)
Employment Terms
- No employment agreements; severance agreements govern terms. Clawback policy applies to performance-based compensation upon material restatements (NYSE-compliant). Hedging/pledging prohibited.
| Termination Scenario | Cash Benefits | Medical Benefits | Accelerated Equity | Other Benefits | Total |
|---|---|---|---|---|---|
| For Cause | $143,750 (3 months) | $12,253 | $0 | $0 | $156,003 |
| Without Cause | $0 | $0 | $2,489,656 | $0 | $2,489,656 |
| Change-in-Control (Double Trigger) | $2,587,500 (2.0x) | $98,026 | $2,489,656 | $90,000 | $5,265,182 |
| Death | $0 | $0 | $2,489,656 | $0 | $2,489,656 |
| Disability | $664,504 | $49,013 | $2,489,656 | $0 | $3,203,173 |
Change-in-control triggers and mechanics:
- CIC occurs at 20% ownership or board composition change; payouts require termination by the Company (other than for cause) or departure for good reason within 2 years post-CIC (double trigger). No excise tax gross-ups.
Deferred compensation:
- Company maintains a non-qualified deferred comp plan; Mr. Guglielmone does not participate.
Compensation Structure Analysis
- Increased at-risk equity: CFO’s LTI target raised to $1.5M in 2024 to align with REIT CFO market levels—elevates equity mix and retention.
- Strong pay-for-performance design: Annual cash tied to FFO per share; LTI tied to relative TSR, FFO multiple premium, and ROIC; 2022–2024 LTI paid at 117.47%.
- No options or repricing: 2024 grants were restricted shares; 2020 Plan prohibits repricing; options granted only at FMV when used.
- Share retention: Mandatory multi-year vesting/holding for earned LTI increases alignment and reduces immediate sell pressure.
Say-on-Pay & Benchmarking
- Say-on-Pay support ~92% at 2024 annual meeting; no material changes planned for 2025 in light of investor feedback.
- Benchmarking: Compensation Committee uses NAREIT survey and comparable REIT CFO market data to set targets; no external consultant used for 2024 NEO comp.
Performance & Track Record
- 2024 achievements (CFO): Capital investments driving FFO growth; $485M convert to refinance maturities; ~$304M equity raised opportunistically; improved leverage metrics; dividend increase.
- 2025 Q1 color: Liquidity ~$1.5B (credit facility, cash, term loan); $300M buyback authorization; updated FFO guidance and cadence; positive leasing/office momentum; net debt/EBITDA targeted inside 5.5x.
Risk Indicators & Red Flags
- Positive governance features: Clawback policy; robust ownership guidelines; prohibition on hedging/pledging; no related-party transactions requiring disclosure in 2024; strong say-on-pay support.
- Severance structure: Double-trigger CIC, no excise tax gross-up; accelerated equity vesting across several termination scenarios—investors should monitor vesting-driven supply windows.
Equity Vesting Calendar (Selected Upcoming)
- Feb 12, 2026: Remaining 1/3 of 10,466; final half of 5,997.
- Feb 12, 2027: Final 1/3 of 10,466.
- Aug 3, 2025 & Aug 3, 2026: 1,714 each (half of 3,428).
Investment Implications
- Strong alignment: High proportion of performance-based equity tied to TSR, ROIC, and FFO multiple; mandatory multi-year vesting and ownership guidelines reduce near-term sell pressure and align with shareholder value creation.
- Retention risk mitigated: 2024 increase in CFO LTI target to market levels and clear succession planning disclosures suggest focused retention; absence of employment agreement maintains Committee flexibility.
- Monitor vesting-driven supply and CIC terms: Scheduled vesting over 2025–2027 could add technical supply; CIC double-trigger economics are meaningful but standard—watch governance continuity and capital allocation execution.