Donald Wood
About Donald Wood
Donald C. “Don” Wood, age 64, is Chief Executive Officer and President of Federal Realty Investment Trust (FRT), roles he has held since 2003; he joined FRT in 1998 after earlier finance and operating roles at Caesars World, ITT Corporation, Trump Taj Mahal Associates, and Arthur Andersen. He is a CPA with a BS in Business Administration from Montclair State College and has served as an FRT trustee since 2003; he also serves on the board of Healthcare Realty Trust Incorporated and previously served on the boards of Quality Care Properties and Post Properties, as well as leadership roles at Nareit and ICSC . Under his leadership, FRT reported 2024 FFO per diluted share of $6.77 (up 3.4% y/y), record total revenue and leasing activity, and raised its common dividend for the 57th consecutive year; FRT’s 2024 TSR proxy model shows $106.52 vs $125.61 for its peer index, indicating underperformance in 2024 despite operational strength .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Realty Investment Trust | President; COO; CFO (prior to 2003) | 1998–2003 | Built operating/finance foundation ahead of CEO tenure; deep familiarity with assets and capital allocation . |
| Caesars World, Inc. | Chief Financial Officer | 1996–1998 | Public company CFO experience; large-scale finance and controls . |
| ITT Corporation | Assistant/Deputy Controller | 1990–1996 | Corporate finance and reporting in diversified conglomerate . |
| Trump Taj Mahal Associates | VP of Finance | 1989–1990 | Property-level finance operations and capital stewardship . |
| Arthur Andersen | Audit Manager | 1982–1989 | Accounting, audit, and controls expertise; CPA credentialing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Healthcare Realty Trust Incorporated | Director | Current | Current public company directorship . |
| Quality Care Properties | Director | 2016–2018 | Prior public company board service . |
| Post Properties | Director | 2011–2016 | Prior public company board service . |
| Nareit | Chairman, Board of Trustees | 2011–2012 | Industry leadership and advocacy . |
| ICSC (f/k/a International Council of Shopping Centers) | Board of Governors (prior service) | n/a | Sector expertise and network . |
Board Service at FRT (Governance and Dual-Role Implications)
- Trustee since 2003; not independent due to executive role; the Board comprises seven trustees with an independent Non-Executive Chairman (separate from CEO), mitigating concentration of power in a CEO/Chairman dual-role construct .
- Committees (Audit, Compensation and Human Capital Management, Nominating) are composed entirely of independent trustees; Wood is not shown as a member of any Board committee .
- Board and committee attendance was 100% in 2024; executive sessions held quarterly including non-management-only sessions, providing robust independent oversight .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Annual Bonus (% of Base) | 150% | 150% | 150% |
| Target Annual Bonus ($) | 1,500,000 | 1,500,000 | 1,500,000 |
| Actual Annual Bonus Paid ($) | 1,406,250 | 1,406,250 | 1,265,625 (cash portion) |
| CEO Pay Ratio | n/a | n/a | 67:1 |
Notes:
- 2024 annual bonus payout reflects FFO/share achievement of $6.77 (vs target $6.71), resulting in a 112.5% company factor; Wood received full individual-performance portion; total 2024 annual bonus amounted to $1,687,500 across company and individual components (with cash shown above; executives may elect up to 25% in stock vesting over three years) .
- CEO pay mix (target): 12% base, 18% annual, 70% long-term; 88% performance-based/at-risk .
Performance Compensation
Annual Bonus Plan (2024)
| Performance Goal | Threshold | Target | Stretch | Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| FFO per diluted share | $6.61 | $6.71 | $6.81 | $6.77 | 112.5% |
- Payout determination: 25% company factor (based on FFO/share) plus 75% individual assessment; Wood received full individual portion for 2024 .
Long-Term Incentive (LTI) Program (Performance Shares; earned in shares, then time-vest)
| Metric | Weight | Threshold | Target | Stretch | Actual Payout (Unweighted) | Weighted Contribution |
|---|---|---|---|---|---|---|
| Relative TSR vs BBRESHOP | 34% | 5% < Index | Index | 5% > Index | 58.7% | 19.96% |
| FFO Multiple Premium vs peers | 33% | 5% Premium | 15% Premium | 20% Premium | 145.5% | 48.02% |
| Return on Invested Capital | 33% | 6.75% | 7.00% | 7.25% | 150.0% | 49.50% |
| Final Payout for 2022–2024 Cycle | 117.47% |
- Settlement and vesting: Earned after 3-year performance period, then vest ratably over the following 3 years (years 4–6 from grant); the Committee did not apply +/-20% discretion to 2022–2024 awards .
Equity Ownership & Alignment
Beneficial Ownership (as of March 18, 2025)
| Holder | Common Shares | Unvested Restricted Shares | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Donald C. Wood | 413,641 | 133,583 | 547,224 | <1% |
- Trust/Entity detail within Wood’s beneficial holdings: Stacey Wood Revocable Trust (53,879), Donald C. Wood Revocable Trust (219,405), Wood Descendants Trust (46,500), IJKR II, LLC (60,000) .
- Ownership guidelines: CEO required to hold 7x base salary; all current NEOs were in compliance as of 12/31/2024; robust prohibition on hedging and pledging applies to officers and trustees .
- Director/officer ownership group (9 individuals): 863,909 total shares (1.0% of outstanding) .
Outstanding Unvested Awards and Vesting Cadence (as of 12/31/2024)
| Award Group (Footnote) | Shares Unvested | Market Value (@ $111.95) | Vesting Schedule | Next Vest Date |
|---|---|---|---|---|
| Annual/LTI awards (1) | 5,533 | $619,419 | Vests 1/3 annually over 3 years | 2/12/2025 (then 2/12/2026, 2/12/2027) |
| Annual/LTI awards (1) | 62,798 | $7,030,236 | Vests 1/3 annually over 3 years | 2/12/2025 (then 2/12/2026, 2/12/2027) |
| Prior-cycle awards (2) | 3,407 | $381,414 | 1/2 on 2/12/2025; 1/2 on 2/12/2026 | 2/12/2025 |
| Prior-cycle awards (2) | 35,981 | $4,028,073 | 1/2 on 2/12/2025; 1/2 on 2/12/2026 | 2/12/2025 |
| Awards vesting 2/12/2025 (3) | 1,408 | $157,626 | Vested 2/12/2025 | 2/12/2025 |
| Awards vesting 2/12/2025 (3) | 15,653 | $1,752,353 | Vested 2/12/2025 | 2/12/2025 |
Additional context:
- Shares vested in 2024: 54,904 for Wood (value realized $5,529,382); no options outstanding or exercised by any NEO in 2024 .
- Equity grant practices: no 2024 option/SAR awards; plan prohibits repricing; grants follow a predetermined annual schedule; no timing around MNPI; hedging/pledging prohibited .
Deferred Compensation (Alignment and Liquidity Considerations)
| Executive Contributions 2024 | Aggregate Earnings 2024 | Year-end Balance |
|---|---|---|
| $250,000 | $1,629,420 | $12,826,650 |
Employment Terms
- Employment agreements: None for NEOs (including CEO); the company uses severance agreements to retain flexibility; strong clawback policy aligned with NYSE rules; no hedging or pledging; share ownership guidelines in force .
- Health coverage continuation (unique perquisite): For Wood and family post-termination (other than for cause), with specified conditions; estimated costs included in termination tables when applicable .
- Non-compete/non-solicit: Severance agreements include post-termination restrictions on competing and soliciting/hiring; durations vary by scenario (see severance narrative) .
Severance and Change-in-Control Economics (as of 12/31/2024; CEO)
| Scenario | Cash Benefits Multiple | Cash Amount | Medical/Life/Disability Benefits | Accelerated Equity | Other Benefits | Excise Tax Gross-Up |
|---|---|---|---|---|---|---|
| For Cause | 6 months | $500,000 | $22,297 | — | — | N/A |
| Termination Without Cause | 1.5x | $4,312,500 | $1,633,446 | $13,969,121 | $60,000 | N/A |
| Change-in-Control Termination | 3.0x | $8,625,000 | $1,733,784 | $13,969,121 | $166,665 | N/A |
| Death | — | — | $1,360,000 | $13,969,121 | — | N/A |
| Disability | 1 year (offset by disability insurance) | $1,400,544 | $1,610,595 | $13,969,121 | — | N/A |
Key terms:
- CIC definition: 20% ownership change or loss of incumbent board majority; benefits generally require termination by company (other than for cause) or resignation for good reason within two years post-CIC (double-trigger), plus a “walk-away” right for Wood (and Becker) during a 30-day window following the 1-year anniversary of a CIC (modified single-trigger feature) .
- All unvested restricted shares vest on termination without cause, CIC termination, death, or disability; values shown at $111.95 per share (12/31/2024 close) .
- No excise tax gross-ups; administrative/outplacement and, post-CIC, a company vehicle benefit noted for Wood .
Compensation Structure Analysis
- Pay mix and leverage: 88% of CEO target pay is performance-based/at-risk with a 70% long-term equity component, aligning incentives with TSR, valuation (FFO multiple premium), and ROIC—key levers for REIT value creation .
- Metric rigor and outcomes: 2024 annual plan paid at 112.5% on FFO/share; the 2022–2024 LTI cycle paid at 117.47%, with outperformance on ROIC and FFO multiple premium offset by relative TSR underperformance, suggesting balanced calibration across operating performance and investor perception metrics .
- Governance features: No option repricing; no hedging/pledging; robust clawback; ownership guideline 7x base salary (in compliance); 2024 Say-on-Pay approval ≈92% .
- Consultant usage: The Compensation Committee did not retain an external compensation consultant for 2024 NEO pay decisions, relying on Nareit survey and peer data (CFO) .
Performance & Track Record (selected indicators)
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| FFO per diluted share ($) | 6.32 | 6.55 | 6.77 |
| TSR: $100 initial value (FRT) | 89.10 | 95.04 | 106.52 |
| TSR: $100 initial value (Peer Index) | 104.09 | 113.74 | 125.61 |
| Dividend increases (cumulative years) | — | — | 57th consecutive year |
- 2024 business highlights used in compensation decisions: record leasing (≈2.4M sq ft; ≈$85.6M year-1 revenue), record total revenue, productive capital investments, and progress on sustainability goals; FFO/share growth of 3.4% y/y .
- 2024 TSR trailed the BBRESHOP peer index, while LTI included relative TSR as a component to balance this outcome in pay .
Related Party Transactions, Hedging/Pledging, Say-on-Pay
- Related party transactions: None requiring disclosure; audit committee pre-approval framework in place .
- Hedging/pledging: Prohibited for officers and trustees .
- Say-on-Pay: ≈92% support at the 2024 annual meeting; the Compensation Committee made no material changes to executive programs for 2025 in light of feedback .
Equity Ownership Guidelines and Compliance
- Guideline: CEO 7x base salary; all current NEOs compliant as of year-end 2024 .
- Holding and retention: LTI earned shares vest over three additional years; option overhang minimal (no new options in 2024; plan prohibits repricing) .
Risk Indicators & Red Flags
- CIC “walk-away” window (modified single-trigger) for CEO one year post-CIC (30-day window) introduces potential severance optionality independent of termination, though the Board maintains an independent Chair and fully independent committees to mitigate governance risk .
- Lifetime health coverage continuation for Wood and family post-termination under specified conditions is an atypical perquisite, though disclosed and costed in termination scenarios .
- No excise tax gross-ups; clawback policy compliant with NYSE requirements; hedging/pledging prohibited .
Compensation Committee (oversight context)
- Members: Elizabeth I. Holland (Chair), Nicole Y. Lamb-Hale, Thomas A. McEachin, Gail P. Steinel; all independent; two meetings in 2024 .
- Practices: Sets targets, reviews Nareit survey (and CFO market data), approves payouts; no consultant used for 2024 .
- Board independence and oversight: Independent Non-Executive Chairman; 100% Board/committee attendance; executive sessions each quarter .
Investment Implications
- Alignment: High at-risk and long-dated equity with multi-metric LTI (ROIC, relative TSR, valuation multiple) indicates strong linkage to shareholder value drivers over a full cycle; CEO meets stringent ownership guidelines and is prohibited from hedging/pledging, supporting alignment and reducing adverse signaling risk .
- Event calendar: Concentrated February vesting (e.g., 2/12) across multiple award cohorts may create periodic supply/withholding activity; monitor mid-February trading windows and Form 4s for potential flow-through effects around vesting dates .
- Retention/Cost of change: Without a fixed-term employment agreement, FRT maintains flexibility; however, CEO severance is sizable (1.5x without cause; 3.0x on CIC termination) with full equity acceleration and a CIC “walk-away” right, implying meaningful change-of-control and turnover costs that should be factored into M&A or activist scenarios .
- Pay-for-performance: Annual bonus tied to FFO/share and LTI balanced across ROIC, TSR, and market multiple supported above-target payouts in 2024 (annual) and for the 2022–2024 cycle, consistent with operational outperformance; the relative TSR shortfall vs peers in 2024 tempers optics and is partially reflected in the LTI metric mix .
- Governance quality: Independent chair, fully independent committees, 92% Say-on-Pay, and robust risk controls (clawback, no hedging/pledging) support governance credibility, though lifetime health continuation and the CIC “walk-away” window merit continued investor scrutiny .