Christy David
Executive Vice President, Chief Operating Officer, General Counsel and Secretary at InvenTrust Properties
Executive
About Christy David
Christy L. David, 46, is Executive Vice President, Chief Operating Officer, General Counsel and Secretary at InvenTrust Properties (IVT). She joined IVT in 2014, became Vice President, Deputy General Counsel and Secretary in November 2016, was promoted to General Counsel in 2017, and was appointed COO in February 2021 . She holds a JD from Washington University School of Law and a BBA in Finance from Loyola University; external involvement includes the Ravinia Associates Board and its Nominating Committee . IVT’s pay-for-performance framework ties NEO incentives to Core FFO per diluted share, Same Property NOI, and relative TSR vs. the NAREIT Shopping Center Index; for 2024, IVT’s Core FFO per diluted share was $1.73 and cumulative TSR since NYSE listing (Oct 12, 2021) reached 142.47, with 95.9% say‑on‑pay support in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InvenTrust Properties | Managing Counsel – Transactions | 2014–Nov 2016 | Led legal work on acquisitions, dispositions, contracts, spin-offs |
| InvenTrust Properties | Vice President, Deputy General Counsel & Secretary | Nov 2016–2017 | Corporate governance and legal oversight |
| InvenTrust Properties | General Counsel | 2017–present | Enterprise legal leadership; governance and compliance |
| InvenTrust Properties | Chief Operating Officer | Feb 2021–present | Leasing strategy, property expense management, dispositions, key tenant relationships, ERM |
| InvenTrust Properties | Chief Investment Officer | Not disclosed | Investment oversight (prior capacity) |
| The Inland Group Inc. | Legal counsel | Not disclosed | Managed legal documents for IVT transactions and corporate matters |
| The Thollander Law Firm | Associate Attorney | Not disclosed | Legal practice experience |
| David & Associates | Various positions | Not disclosed | Legal/administrative roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ravinia Associates Board | Board Member | Not disclosed | Community/arts governance; network visibility |
| Ravinia Associates Board | Nominating Committee Member | Not disclosed | Board composition and governance input |
Fixed Compensation
Multi-year compensation (Summary Compensation Table, Christy L. David):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 525,000 | 550,000 |
| Stock Awards ($) | 1,358,420 | 1,495,554 | 1,529,423 |
| Non-Equity Incentive Plan ($) | 708,975 | 748,650 | 901,313 |
| All Other Compensation ($) | 7,158 | 11,450 | 7,392 |
| Total ($) | 2,574,553 | 2,780,654 | 2,988,128 |
Annual bonus program details:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 525,000 | 550,000 |
| Target Bonus (% of Salary) | 115% | 115% |
| Target Bonus ($) | 603,750 | 632,500 |
| Actual Bonus ($) | 748,650 | 901,313 |
| Combined Achievement Factor | 124% | 143% |
| 2024 Individual KPI determination | 120% of target for individual component | 120% of target |
Notes:
- 2024 base salary increased to $550,000 effective Jan 1, 2024 .
- Annual bonus metrics: Core FFO per diluted share and Same Property NOI plus individual goals .
Performance Compensation
Annual cash bonus metrics and structure:
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Core FFO per diluted share | Not disclosed | Not disclosed | Company 2024 Core FFO/share: 1.73 | Part of combined 143% achievement | Paid in 2025 for 2024 performance |
| Same Property NOI | Not disclosed | Not disclosed | Not disclosed | Part of combined 143% achievement | Paid in 2025 |
| Individual Performance (leasing, expense mgmt, dispositions, tenant relationships, ERM) | Not disclosed | 100% target | 120% of target (Ms. David) | Contributes to combined factor | Paid in 2025 |
Long-term equity-based incentives (RSUs):
| Award Type | Grant Date | Metric | Weighting | Threshold/Target/Max | Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Time-based RSUs | 2/21/2024 | Time-vesting | 33% of LTI | N/A | 417,462 | Vest ~50% last business day of 2025 and 2026; full vest on CIC/death/disability |
| Performance-based RSUs (TSR RSUs) | 2/21/2024 | Relative TSR vs. NAREIT SCI | 67% of LTI | 25%/50%/100% of grant at >25th/>50th/>75th percentile | 1,111,961 | 3-year performance (1/1/2024–12/31/2026), cliff vest; interpolated; CIC treatment described |
| Performance snapshot (2024 grant) | As of 12/31/2024 | Relative TSR | — | NAREIT SCI percentile: 62.5% (interim) | — | In-progress; vest based on final 2026 performance |
| Performance-based RSUs (TSR RSUs) | 2/22/2023 | Relative TSR | — | As above | 1,097,063 | 3-year (1/1/2023–12/31/2025); interim percentile 75% as of 12/31/2024 |
| Time-based RSUs | 2/22/2023 | Time-vesting | — | N/A | 398,491 | Vest in equal annual installments 2023–2025; full vest on CIC/death/disability |
2021–2023 performance RSUs outcome:
- 2021 performance RSUs (Core FFO and Same Property NOI): Achieved 116% of target over 2021–2023; metrics Core FFO $4.62 and Same Property NOI growth 4.6% for the period .
Stock vested:
| Metric | 2023 | 2024 |
|---|---|---|
| Shares acquired on vesting (#) | 21,160 | 35,489 |
| Value realized on vesting ($) | 531,560 | 968,495 |
Equity Ownership & Alignment
Ownership, unvested equity, and alignment policies:
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/3/2025) | 71,249 shares; <1% of outstanding; excludes unvested RSUs |
| Unvested time-based RSUs (12/31/2024) | 11,060 units; market value $333,238 (at $30.13) |
| Unearned performance RSUs (12/31/2024) | 67,026 units; market value $2,019,493 (at $30.13) |
| Outstanding RSUs (12/31/2023 snapshot) | 10,951 time-based RSUs ($277,498); 66,368 unearned performance RSUs ($1,681,765) at $25.34 |
| Stock ownership guidelines | COO multiple: 3x base salary; compliance required by later of 5 years from becoming Covered Person or by 12/31/2026; measurement annually on Jan 1 |
| Hedging/pledging | Hedging and short-term speculative transactions prohibited; pledging prohibited unless pre-approved by General Counsel |
| Pledge status | Company states no shares beneficially owned by any director or executive officer are pledged |
Employment Terms
Executive Severance and Change-in-Control economics and restrictive covenants:
- Severance multiples: 1.5x (non-CIC) and 2.5x (CIC) of annual base salary + target cash bonus; COBRA premiums up to 18 months; CIC severance paid lump sum; non-CIC severance paid over 12 months .
- Change-in-control window: Qualifying termination on the date of, or within 24 months following, a CIC .
- Tax treatment: “Best pay cap” to optimize net after-tax benefits versus excise tax under IRC §4999; no tax gross-ups .
- RSU acceleration: Time-based RSUs vest in full upon qualifying termination in CIC window, death or disability; TSR RSUs pro-rata vest based on service and actual performance if terminated before performance period ends; special CIC vesting if not assumed/replaced .
- Restrictive covenants: Confidentiality (indefinite), non-compete (during employment + 1 year post-termination), non-solicitation (during employment + 3 years post-termination), mutual non-disparagement .
Potential payments for Ms. David (hypothetical event dated 12/31/2024):
| Benefit | Change of Control (No Termination) ($) | Death/Disability (No CIC) ($) | Termination Without Cause/Good Reason (No CIC) ($) | Termination Without Cause/Good Reason (CIC) ($) |
|---|---|---|---|---|
| Cash Severance | — | — | 1,773,750 | 2,956,250 |
| Accelerated Vesting of RSUs | 4,412,990 | 3,237,348 | 2,736,678 | 4,913,661 |
| COBRA Premiums | — | — | 56,670 | 56,670 |
| Total | 4,412,990 | 3,237,348 | 4,567,098 | 7,926,581 |
Compensation Structure Analysis
- Pay mix emphasizes at‑risk compensation: For non‑PEO NEOs, 80% at-risk (57% LTI, 23% annual incentive), 20% base salary—aligns with shareholder outcomes .
- Shift to RSUs: Company does not grant options or SARs; equity awards are RSUs with time-based and TSR performance components—lower “option-like” risk profile .
- Performance metrics rigor: Annual bonuses linked to Core FFO per diluted share and Same Property NOI; LTI TSR RSUs vest based on percentile ranks vs. NAREIT SCI with linear interpolation .
- Governance safeguards: Mandatory clawback policy compliant with SEC/NYSE and ERP stock ownership requirements reduce misalignment risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 95.9% votes cast in favor, indicating broad investor support .
Compensation Peer Group & Committee Oversight
- Compensation consultant: FPC retained; determined independent; advised on peer practices .
- Peer group updated in 2024 for similarly sized REITs; used to set base salary, bonus targets, and LTI .
- Compensation Committee: Stuart W. Aitken (Chair), Paula J. Saban, Michael A. Stein, Julie M. Swinehart, Julian E. Whitehurst—independent directors .
Investment Implications
- Strong pay-for-performance alignment: Bonus and LTI tied to Core FFO per share, Same Property NOI, and TSR vs. NAREIT SCI; 2024 combined bonus achievement at 143% underscores execution on financial/operational goals .
- Retention risk moderated: Robust severance protections (1.5x/2.5x) and pro‑rata TSR RSU vesting reduce turnover risk; restrictive covenants protect competitive positioning .
- Insider selling pressure visibility: Meaningful RSU vesting cadence (35,489 shares vested in 2024; 21,160 in 2023) with ERP ownership requirements and anti‑hedging/pledging policy mitigate misalignment or leverage risks .
- Change‑of‑control economics: Double‑trigger severance and accelerated vesting could create near‑term supply if a CIC occurs, but “best pay cap” avoids gross‑up red flags .
Overall, David’s incentives prioritize TSR and cash flow stability, consistent with Sun Belt essential retail REIT strategy; governance structures and ownership policies support alignment with shareholders while limiting adverse risk behaviors .