Mark E. Zalatoris
About Mark E. Zalatoris
Mark E. Zalatoris is 68 and has served as INRE’s director, president, and chief executive officer since February 2024; he holds an undergraduate degree and a Master of Accounting Science from the University of Illinois at Urbana-Champaign . INRE’s common stock does not have an established public trading market, so TSR metrics are not applicable; alignment is assessed via company fundamentals and governance . INRE is externally managed; Mr. Zalatoris serves under an agreement dated January 19, 2024 with a fixed annual fee and no incentive or equity awards, and all payments to him reduce the Business Manager’s fee dollar-for-dollar .
Company Performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | 149,636,000 | 149,829,000 |
| EBITDA ($USD) | 83,163,000* | 85,614,000* |
| Cash from Operations ($USD) | 39,401,000 | 43,292,000 |
Values with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IRC Retail Centers (NYSE-listed 2004–2016) | SVP, CFO & Treasurer | 2000–2004 | Finance leadership at a REIT sponsored by affiliates of INRE’s Business Manager |
| IRC Retail Centers | EVP & COO | 2004–2008 | Operational leadership at a multi-tenant retail REIT |
| IRC Retail Centers | CEO & President | 2008–2017 | Led REIT through public-market phase; entity completed a cash-out merger in 2016 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Parkway Bancorp & Parkway Bank | Lead Independent Director | Since 2018 | Governance and oversight at bank holding company |
Fixed Compensation
INRE does not employ its NEOs; Mr. Zalatoris serves under a fee arrangement and receives no salary, bonus, or equity awards. Payments to him are offset against the Business Manager’s fee, resulting in no net incremental compensation expense to INRE .
| Item | 2024 |
|---|---|
| Base annual fee ($) | 350,000 |
| Bonus target (%) | — |
| Actual bonus paid ($) | — |
| Stock awards ($) | — |
| Option awards ($) | — |
| All Other Compensation ($) | 323,000 |
| Total ($) | 323,000 |
Additional context: Under the Fourth Amended and Restated Business Management Agreement (effective Feb 1, 2024), INRE’s fee to the Business Manager (0.55% of average invested assets, paid quarterly at 0.1375%) is reduced by amounts paid to the CEO; reductions totaled $0.3 million for FY 2024 and $0.2 million for the six months ended June 30, 2025 .
Performance Compensation
INRE paid no incentive compensation and granted no equity awards to Mr. Zalatoris; the compensation committee did not separately benchmark his fee and there are no performance metrics tied to his compensation .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| N/A – No incentive plan or equity awards for FY 2024 | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | — (none disclosed for Mr. Zalatoris) |
| Ownership as % of shares outstanding | <1% (asterisk denoted in proxy) |
| Vested vs. unvested shares | N/A – no equity awards |
| Options (exercisable/unexercisable) | None |
| Shares pledged as collateral | Not disclosed; company-level anti-hedging policy prohibits hedging/monetization transactions (pledging policy not specified) |
| Stock ownership guidelines | Not disclosed for executives; independent directors receive annual restricted stock grants |
Director equity grants: independent directors received restricted shares valued at $40,000 (based on NAV) on Nov 6, 2024; awards vest 33-1/3% per year over three years or accelerate upon a liquidity event/death/disability .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | CEO agreement dated January 19, 2024; annual fee $350,000 payable pro rata monthly, offset against Business Manager fee |
| Severance | INRE is not obligated to pay cash severance; no equity awards exist to accelerate |
| Change-of-control | No change-in-control cash benefits; no equity-based acceleration applicable |
| Clawback | Not disclosed |
| Non-compete / Non-solicit / Auto-renewal | Not disclosed |
Board Governance
- Board leadership: roles of president and chair are separated; Ms. Lynch is Chair of the Board; Mr. Daniels is Lead Independent Director .
- Independence: independent directors are Daniels, Davis, Michael, and Henry; Mr. Zalatoris is an executive director and not independent .
- Committee structure and chairs:
- Audit Committee: Chair – Gwen Henry; 4 meetings in 2024; Henry is an “audit committee financial expert” .
- Compensation Committee: Chair – Bernard J. Michael; 1 meeting in 2024 .
- Nominating & Corporate Governance Committee: Chair – Stephen L. Davis; 9 meetings in 2024 .
- Meeting attendance: Board met 11 times in 2024; directors generally attended 100% (except noted individuals) .
- Director terms: Mr. Zalatoris is a Class II director; current term expires in 2026 .
Director Compensation (independent directors)
- Cash retainer increased to $90,000 effective June 1, 2024; per-meeting fees eliminated May 7, 2024 .
- Chair/lead fees: Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000; Lead Independent Director $20,000 .
- 2024 comp examples: fees plus $40,000 restricted stock; totals ranged $149k–$159k .
- Deferred compensation plan permits deferral of cash/stock; RSUs vest per underlying award schedule with dividend equivalents .
Related Party & Management Agreement Context
INRE is externally managed under the Business Management Agreement with the Business Manager (term through March 31, 2027 unless renewed), with fees of 0.55% of average invested assets and potential subordinated incentive fees upon specified “triggering events” (e.g., liquidity events), none of which have occurred to date .
Say-on-Pay & Shareholder Feedback
- Non-binding advisory vote on executive compensation included in the proxy; Board recommends “FOR” and favors an annual say-on-pay frequency .
Investment Implications
- Alignment: CEO compensation is fixed-fee, not performance-based, and carries no equity; combined with zero disclosed share ownership, pay-for-performance alignment is limited and insider selling pressure from the CEO is negligible due to no holdings .
- Cost neutrality: Payments to the CEO reduce the Business Manager fee dollar-for-dollar, limiting net cash compensation expense impact; however, incentives primarily reside at the manager-level (e.g., potential subordinated incentive fee on liquidity events) rather than at the CEO level .
- Governance mitigants: Separation of Chair and CEO roles and a Lead Independent Director structure help mitigate dual-role concerns; robust independent committee leadership is in place (Audit, Compensation, Nominating) .
- Performance backdrop: FY 2024 revenues were broadly flat versus FY 2023, EBITDA modestly higher, and cash from operations increased; absent explicit performance-linked pay, compensation does not adjust with these results . Values with * retrieved from S&P Global.