DJ Busch
About DJ Busch
Daniel J. “DJ” Busch is President & Chief Executive Officer of InvenTrust Properties (IVT) and a member of the Board of Directors. He was appointed CEO and Director in August 2021, became President in February 2021, and originally joined IVT in September 2019 as EVP, CFO & Treasurer. He previously served as Managing Director, Retail at Green Street Advisors and was an equity research analyst at Telsey Advisory Group. Busch holds a B.S. in Applied Economics and Management from Cornell University and an MBA (finance specializations) from NYU; age 43; Director since 2021 .
Performance context: 2024 Core FFO per diluted share was $1.73 (above target), Same Property NOI growth was 5.0% (maximum payout), and cumulative TSR since NYSE listing reached $142.47 on a $100 initial investment by 12/31/2024; CEO pay was 84% at-risk, emphasizing performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| InvenTrust Properties | EVP, CFO & Treasurer | 2019–Aug 2021 | Oversaw financial/accounting practices; ensured financial viability of strategy prior to CEO transition . |
| InvenTrust Properties | President | Feb 2021–present | Leadership of enterprise strategy; transitioned to CEO Aug 2021 . |
| Green Street Advisors | Managing Director, Retail | Not disclosed | Led independent research on shopping centers, regional malls, and net lease sectors . |
| Telsey Advisory Group | Equity Research Analyst | Not disclosed | Sell-side coverage foundational to retail real estate expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Urban Land Institute (ULI) | Member; active on Commercial & Retail Development Council | Not disclosed | Industry engagement and network in retail real estate . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | All Other Compensation Detail |
|---|---|---|---|
| 2024 | 900,000 | 7,508 | 401(k) $6,000; life insurance premiums $1,508 . |
| 2023 | 850,000 | 11,712 | Not further broken out in proxy tables provided. |
| 2022 | 800,000 | 7,160 | Not further broken out in proxy tables provided. |
- 2024 base salary increases effective Jan 1, 2024 were set referencing a refreshed peer group and FPC consultant analysis .
Performance Compensation
Annual Cash Bonus – Structure and 2024 Outcomes
- Target opportunity: 150% of salary; threshold 86.25% and maximum 213.75% of salary for CEO .
- 2024 metrics: Core FFO per diluted share and Same Property NOI; “financial/operational” metrics plus individual goals; individual goals represent 25% of payout opportunity .
- 2024 results: Core FFO per diluted share $1.73 (max 1.50x); Same Property NOI growth 5.0% (max 1.50x); individual performance payout set at 120% of target for Mr. Busch; combined achievement factor 143% paid, actual bonus $1,923,750 .
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Core FFO per diluted share | Part of 75% financial/operational mix (individual 25%) | $1.65 | $1.68 | $1.71 | $1.73 | 1.50x |
| Same Property NOI growth (YoY) | Part of 75% financial/operational mix (individual 25%) | 2.3% | 2.8% | 3.3% | 5.0% | 1.50x |
| Individual performance | 25% of payout opportunity | — | — | — | Committee assessment | 1.20x (for Busch) |
| 2024 Bonus Mechanics | Value |
|---|---|
| Base salary | $900,000 |
| Target bonus (% of salary) | 150% |
| Target bonus ($) | $1,350,000 |
| Combined achievement factor | 143% |
| Actual 2024 bonus paid | $1,923,750 |
Long-Term Equity Incentives – Design and 2024 Grants
Program design: 67% 3-year performance RSUs based on relative TSR vs NAREIT Shopping Center Index (NAREIT SCI); 33% time-based RSUs vesting annually (one-third per year); dividend equivalents on RSUs .
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| 2/21/2024 | Time-vesting RSUs | 35,231 | 890,992 | Annual vesting; 2024 award vests ~50% last business day of 2025 and 2026; accelerated on qualifying terminations/CIC per award terms . |
| 2/21/2024 | Performance RSUs (TSR vs NAREIT SCI) | Target 71,531; Max 143,062 | 2,373,399 | 3-year performance period (1/1/2024–12/31/2026); 0–100% vesting based on ≤25th/50th/75th percentile grid; linear interpolation; pro-rata eligibility on certain terminations; CIC treatment per plan . |
| 2024 (aggregate disclosure) | RSU awards (time + perf, perf shown at max) | 178,293 | — | 67% performance, 33% time-based mix . |
Note: Company does not grant or have outstanding stock options or SARs; no option-like awards outstanding .
Summary Compensation (multi-year)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 900,000 | 3,264,391 | 1,923,750 | 7,508 | 6,095,649 |
| 2023 | 850,000 | 3,158,279 | 1,581,000 | 11,712 | 5,600,991 |
| 2022 | 800,000 | 2,834,988 | 1,479,600 | 7,160 | 5,121,748 |
- CEO pay mix: ~84% at-risk (annual incentive + LTI) in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/3/2025) | 106,858 shares; less than 1% of 77,460,276 shares outstanding; shares jointly with spouse . |
| Pledging | No pledges of shares by directors or executive officers, unless otherwise noted; none noted for Busch . |
| Ownership guidelines | CEO 5x base salary; Directors 5x annual cash retainer; CFO/COO 3x; compliance window the later of 5 years from becoming covered person or 12/31/2026; annual measurement Jan 1; sale limits if below requirement (“Drop Date”) . |
| Hedging/Clawback | Mandatory clawback compliant with SEC/NYSE; recovery of excess incentive pay upon restatements (subject to impracticability assessment) . |
Unvested/Unearned Awards at 12/31/2024
| Grant Date | Type | Unvested RSUs (#) | Market Value ($) | Unearned Perf RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|
| Feb 23, 2022 | RSUs (performance-vested 2022–2024) | 62,248 | 1,875,532 | — | — |
| Feb 22, 2023 | Time-vesting RSUs | 11,736 | 353,606 | — | — |
| Feb 22, 2023 | Performance RSUs (2023–2025) | — | — | 140,156 | 4,222,900 |
| Feb 21, 2024 | Time-vesting RSUs | 23,605 | 711,219 | — | — |
| Feb 21, 2024 | Performance RSUs (2024–2026) | — | — | 143,062 | 4,310,458 |
Notes: Valued at $30.13 per share (12/31/2024 close); 2022 performance RSUs became fully vested March 7, 2025; 2024 time-vesting RSUs vest ~50% on last business day of 2025 and 2026; performance RSUs vest based on relative TSR vs NAREIT SCI; certain CIC/termination accelerations as disclosed .
Employment Terms
- Executive Severance and Change-in-Control (CIC) Plan: If terminated without cause or for good reason, severance equals a multiple of base salary + target cash bonus and up to 18 months COBRA premiums. Multiples: CEO 2x (non-CIC) and 3x (CIC within 24 months); CFO/COO 1.5x (non-CIC) and 2.5x (CIC). CIC severance paid lump sum; otherwise installments over 12 months. “Best pay cap” applies to avoid 280G excise tax if economically favorable. Pro-rated target annual bonus upon CIC. Benefits contingent on execution/non-revocation of release .
- Restrictive covenants: Confidentiality (indefinite), non-compete during employment and 1 year post-termination, non-solicit of employees/contractors during employment and 3 years post-termination; mutual non-disparagement .
Potential Payments (Illustrative, as of 12/31/2024)
| Scenario | Cash Severance ($) | Accelerated/Continued RSU Vesting ($) | Company-Paid COBRA ($) | Total ($) |
|---|---|---|---|---|
| CIC (no termination) | — | 9,331,291 | — | 9,331,291 |
| Death/Disability (no CIC) | — | 6,833,243 | — | 6,833,243 |
| Termination w/o Cause or for Good Reason (no CIC) | 4,500,000 | 5,768,419 | 56,670 | 10,325,089 |
| Termination w/o Cause or for Good Reason (CIC) | 6,750,000 | 10,396,115 | 56,670 | 17,202,785 |
Board Governance
- Board service: Director since 2021; CEO and Director (non-independent) .
- Independence: 7 of 8 nominees independent; all Audit, Compensation, and Nominating & Governance Committee members independent .
- Board leadership: Julian E. Whitehurst is independent Chairperson (since 2024) .
- Committees (Compensation): Members in 2024—Aitken (Chair), Saban, Stein, Whitehurst; effective Feb 19, 2025, Julie M. Swinehart added; charter oversight includes pay design, clawback administration, human capital programs; FPC serves as independent consultant .
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the May 7, 2024 annual meeting .
- Director compensation program (non-employee directors): $65,000 annual cash retainer; additional retainers for Chair ($50k), Audit Chair ($25k)/member ($12.5k), Comp Chair ($20k)/member ($10k), N&G Chair ($20k)/member ($10k); annual RSU grant valued at $120,000 vests at next AGM/anniversary. CEO (Busch) receives no separate director compensation .
Performance & Track Record
| Measure | 2024 | 2023 | 2022 | Notes |
|---|---|---|---|---|
| Core FFO per diluted share ($) | 1.73 | 1.65 | 1.57 | Primary bonus metric; exceeded 2024 target ($1.68) . |
| Same Property NOI growth (%) | 5.0 | — | — | Achieved maximum (1.5x) in 2024 . |
| Cumulative TSR ($100 initial) | 142.47 | 115.87 | 89.75 | Based on 10/12/2021 NYSE listing at $23.61; NAREIT SCI peer TSR 123.71 (2024) . |
| GAAP Net Income ($000s) | 13,658 | 5,269 | 52,233 | Reconciled to Core FFO in Appendix A . |
Selected qualitative achievements under 2024 goals included developing/executing strategy to drive long-term shareholder value and investor engagement; these informed individual goal payout at 120% for the CEO .
Compensation Structure Analysis
- At-risk orientation: CEO total compensation heavily performance-based (84% at-risk), combining annual and multi-year equity .
- Metrics and rigor: Annual plan tied to Core FFO/share and Same Property NOI with clear threshold/target/max; both maxed in 2024, yielding 1.50x for financial components; individual goals at 120% for CEO; combined payout 143% of target .
- LTI design: Majority performance-based (67%) via 3-year relative TSR vs NAREIT SCI with defined percentile vesting scale; time-based RSUs (33%) enhance retention .
- Governance safeguards: No options/SARs; no tax gross-ups; independent consultant (FPC); shareholder-friendly equity retention policy and clawback; strong say-on-pay support (95.9% approval in 2024) .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting events: 2024 time-vesting RSUs vest approximately 50% on last business day of 2025 and 2026; 2023 time-vest RSUs vest 100% on last business day of 2025; 2022 performance RSUs fully vested March 7, 2025; performance cycles ending 12/31/2025 (2023 grant) and 12/31/2026 (2024 grant) may deliver shares based on relative TSR .
- Pledging/Hedging: No pledged shares reported for Busch; company maintains a clawback and ownership guidelines limiting sales if under minimum ownership—factors that may reduce opportunistic selling pressure .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 95.9% “FOR” at May 7, 2024 meeting; annual say‑on‑pay to continue .
Compensation Peer Group and Consultant
- The Compensation Committee reassessed and updated the peer group in 2024 and aligned target direct compensation conservatively relative to peer median; FPC (Ferguson Partners Consulting) served as independent advisor; no other services provided to IVT .
Employment & Contracts (Key Provisions)
- Severance multiples (CEO): 2x salary+target bonus (non‑CIC); 3x (CIC within 24 months), with lump sum for CIC; up to 18 months COBRA; pro-rated target bonus on CIC; “best pay cap” to avoid excise tax if beneficial .
- Restrictive covenants: Confidentiality (indefinite), non-compete (employment + 1 year), employee/contractor non‑solicitation (employment + 3 years); mutual non‑disparagement .
Board Service History and Dual-Role Implications
- Busch has served concurrently as CEO and Director since August 2021; Board independence maintained via an independent Chair (Whitehurst) and fully independent key committees, which mitigates typical CEO/Director dual-role concerns .
- Director compensation: Not paid to Busch for Board service (only non-employee directors receive director compensation) .
Investment Implications
- Alignment: Strong pay-for-performance construct (maxed financial metrics in 2024; majority performance-based equity; 5x salary ownership guideline; clawback) supports shareholder alignment and lowers governance risk; high say-on-pay support (95.9%) underscores investor acceptance .
- Retention vs sell pressure: Significant unvested and performance-contingent RSU overhang across 2025–2026 suggests retention incentives remain strong; absence of pledging and ownership retention thresholds should temper discretionary selling; watch 2025 vesting events (time-vest and 2022 performance RSUs vested March 2025) for potential liquidity but governance limits apply .
- Performance execution: 2024 outperformance on Core FFO/share and Same Property NOI, and TSR tracking above the sector index since listing, indicate credible execution under Busch; continued delivery on these metrics is likely to drive incentive payouts and sentiment .
- Downside protections/costs: CIC economics (3x cash plus full/actual performance equity) represent meaningful potential costs in a sale scenario; however, standard double-trigger construct and best‑pay‑cap reduce excess parachute risk .