Dawn Becker
Executive Vice President, Chief Legal Officer and Secretary at FEDERAL REALTY INVESTMENT TRUST
Executive
About Dawn Becker
Dawn M. Becker is Executive Vice President, Chief Legal Officer and Secretary at Federal Realty Investment Trust (FRT), age 61, with the company since 1997 and in her current role since 2002. She oversees all legal functions and leads sustainability, as well as Human Resources, Information Technology and other administrative functions . Company performance context for 2024 included FFO per diluted share of $6.77, up 3.4% year over year, record leasing volumes, and “record level of total revenue,” providing the backdrop for incentive decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Realty Investment Trust | EVP – Chief Legal Officer & Secretary | 2002–present | Leads legal and sustainability; oversees HR, IT, and administrative functions; supports transactions and operational execution . |
| Federal Realty Investment Trust | Joined Federal Realty | 1997–2002 | Tenure prior to current role (in position since 2002) . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 575,000 | 575,000 |
| Target Bonus (% of Base) | — | — | 100% |
| Annual Cash Bonus Paid ($) | 539,063 | 539,063 | 485,156 |
| All Other Compensation ($) | 14,521 | 17,644 | 18,868 |
- Deferred compensation: Ms. Becker contributed $57,500 in 2024; aggregate balance at year-end was $2,773,531 .
Performance Compensation
Annual Bonus Plan (2024)
| Element | Threshold | Target | Stretch | Actual | Payout |
|---|---|---|---|---|---|
| FFO per diluted share metric ($) | 6.61 | 6.71 | 6.81 | 6.77 | 112.5% of target |
| Becker – Target as % Base | 100% | ||||
| Becker – Actual cash bonus ($) | 485,156 |
- Up to 25% of final bonus can be received in shares vesting over 3 years at a 1.2x conversion; any share-elected portion appears in next year’s Stock Awards, but cash portion is in Non-Equity Incentive Plan Comp .
Long-Term Incentive (LTI) Program (3-year performance; shares vest over 3 years after earning)
| Metric | Weight | Threshold | Target | Stretch | Actual Payout Factor |
|---|---|---|---|---|---|
| Relative Total Shareholder Return vs. BBRESHOP | 34% | 5% < Index | At Index | 5% > Index | 58.7% unweighted; 19.96% weighted |
| FFO Multiple Premium vs. peers | 33% | 5% Premium | 15% Premium | 20% Premium | 145.5% unweighted; 48.02% weighted |
| Return on Invested Capital | 33% | 6.75% | 7.00% | 7.25% | 150.0% unweighted; 49.50% weighted |
| Final Payout (2022–2024 cycle) | 117.47% |
- Form and vesting: awards paid in restricted shares after the 3-year performance period; those earned shares vest in three equal annual installments thereafter (years 4–6) .
- Option usage: No options were granted in 2024; the plan prohibits repricing, and equity is granted on a pre-set schedule .
2024 Grants to Becker (made 2/6/2024)
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual bonus shares (for 2023 performance) | 2/6/2024 | 2,121 | 215,621 | Vest equally over 3 years |
| LTI shares (for 2021–2023 cycle) | 2/6/2024 | 10,466 | 1,063,974 | Vest equally over 3 years |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Common shares owned (beneficial) | 160,483 |
| Unvested restricted shares | 24,423 |
| Total beneficial ownership | 184,906 |
| Ownership as % of shares outstanding | <1% |
| Stock ownership guideline | 2.5x base salary plus annual bonus for other NEOs |
| Compliance status (as of 12/31/2024) | In compliance |
| Hedging/pledging | Prohibited for officers and trustees |
| Stock options | None outstanding; none exercised in 2024 |
Upcoming Vesting Schedule (as of 12/31/2024)
| Award Tranche | Shares | Vesting Details |
|---|---|---|
| 2024 grants (bonus, LTI) | 2,121; 10,466 | 1/3 vested on Feb 12, 2025; remaining equal installments on Feb 12, 2026 and 2027 |
| Prior grants (Tranche 2) | 1,306; 5,997 | Half vested on Feb 12, 2025; remainder vests on Feb 12, 2026 |
| Prior grants (Tranche 3) | 352; 1,565 | Vested on Feb 12, 2025 |
- Implication: Multiple scheduled vesting dates in early Q1 (mid-February) for the next two years increase the likelihood of withholding-related share disposals around those dates, though FRT prohibits hedging/pledging and no option overhang exists .
Recent Insider Form 4 Activity (Dawn M. Becker)
- 02/06/2024: Awarded 12,587 common shares (Form 4 filed 02/07/2024) .
- 02/14/2025: Form 4 filed (details in filing) .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | None; no fixed employment contracts for NEOs . |
| Severance agreements | In place for each NEO . |
| Severance – Termination without Cause (Becker) | Cash: 1.0x (amount $1,293,750); Medical: $16,905; Accelerated equity: $2,441,294; Other benefits: $60,000 . |
| Severance – Change-in-Control Termination (Becker) | Cash: 2.0x (amount $2,587,500); Medical: $45,081; Accelerated equity: $2,441,294; Other benefits: $90,000 . |
| Triggers | CIC benefits if terminated without cause or leaves for good reason within 2 years post-CIC; Ms. Becker also has a 30-day “walk-away” window following the 1-year anniversary after a CIC . |
| Accelerated vesting | All unvested restricted shares vest upon termination without cause, CIC termination, death, or disability . |
| Clawback policy | Applies upon financial restatement; recoups performance-based pay per NYSE rule compliance . |
| Hedging/pledging | Prohibited . |
| Excise tax gross-ups | None . |
| Restrictive covenants | Agreements restrict competing behavior and employee solicitation for a period after termination . |
Performance & Track Record
- 2024 NEO assessment: Ms. Becker led sustainability progress (Scope 1 & 2 GHG reductions on track), supported record leasing and active transactions, improved succession planning, and drove IT/cyber improvements .
- Pay-versus-performance context: Value of a hypothetical $100 investment for 2024 was $106.52 for FRT vs. $125.61 for the BBRESHOP peer index; 2024 GAAP net income was $304,334k; FFO/diluted share was $6.77 .
Say-on-Pay & Peer Group
| Item | Detail |
|---|---|
| Say-on-Pay (2024 meeting) | 92% approval . |
| Compensation consultant use (2024) | No consultant used for 2024 NEO compensation . |
| Market references | Committee primarily used the annual NAREIT compensation survey; reviewed CFO-specific market data among comparable REITs (no explicit peer list disclosed) . |
Company Performance Context (Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD thousands) | 395,661 | 247,217 | 304,334 |
| FFO per diluted share ($) | 6.32 | 6.55 | 6.77 |
Compensation Structure Analysis
- High at-risk mix: For other NEOs, average pay mix is 75% performance-based/at risk; CEO 88% at risk, signaling emphasis on performance alignment; Ms. Becker’s 2024 pay equaled 111% of target driven by performance .
- Equity-heavy LTI paid in restricted shares; no 2024 options, and repricing explicitly prohibited – reducing risk of option-driven behaviors and avoiding repricing red flags .
- Annual bonus linked to a single key REIT metric (FFO/share), with transparent thresholds/targets and capped “stretch,” and a modest premium for voluntary share settlement (1.2x) that extends vesting and alignment .
- Long-term metrics balance market-based (relative TSR, FFO multiple premium) and operating capital efficiency (ROIC), with a 3-year performance and 3-year vest structure supporting retention .
Investment Implications
- Alignment: Becker’s meaningful shareholding (≈185k shares including 24k unvested) and strict no-hedge/pledge policy, plus compliance with ownership guidelines, support investor alignment; no option overhang reduces dilution and removes option-related risk incentives .
- Retention and supply overhang: Multiple scheduled vesting tranches in mid-February 2025–2027 could create periodic withholding-related share sales, but equity is designed to vest over extended horizons; severance protection (1x–2x) with CIC double-trigger plus a limited walk-away window implies manageable retention and transition risk .
- Pay-for-performance: 2024 bonus paid at 112.5% on FFO/share delivery; LTI 2022–2024 paid at 117.47% with outperformance on FFO multiple premium and ROIC offsetting relative TSR underperformance vs. index—suggesting balanced long-term alignment with capital allocation discipline .
- Governance quality: Strong clawback, no gross-ups, bans on pledging/hedging and transparent metrics; 92% Say-on-Pay support reduces governance red-flag risk for compensation .