Bruce Rubenstein
About Bruce Rubenstein
Executive Vice President, General Counsel and Secretary of Kimco Realty. He signed the Company’s 2024 and 2025 definitive proxy statements’ Notices as EVP, General Counsel and Secretary, and is recorded as the Company’s Secretary as far back as 2014 (lower-bound tenure indicator). Age, education, and a full biography are not disclosed in recent proxy officer bios. Company performance context in 2024: Adjusted FFO per diluted share $1.69, Recurring EBITDA $1,531.5M, and Leverage 35.1%, all at or above “maximum” incentive thresholds; cumulative TSR reference value was 140 (pay-versus-performance table).
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Kimco Realty Corporation | Executive Vice President, General Counsel and Secretary | 2024–2025 | Signed the 2024 and 2025 proxy Notices in this capacity; role encompasses corporate governance and legal oversight. |
| Kimco Realty Corporation | Secretary (attestation on indenture) | 2014 | Attested as Secretary on a supplemental indenture, indicating corporate secretary function at least as of 2014. |
External Roles
- Not disclosed in the 2024 or 2025 Kimco proxy statements.
Fixed Compensation
- Bruce Rubenstein is not a Named Executive Officer (NEO) in the Company’s 2023 or 2024 compensation disclosures; therefore, his base salary, target bonus, and pay mix are not individually disclosed. The 2024 CD&A lists NEOs as Milton Cooper (Executive Chairman), Conor C. Flynn (CEO), Ross Cooper (President & CIO), Glenn G. Cohen (EVP & CFO), and David Jamieson (EVP & COO).
Performance Compensation
Kimco’s annual incentive program (applies to NEOs; framework signals pay-for-performance across senior leadership) uses Company financial metrics plus individual and corporate responsibility goals. For 2024, metrics and weightings were: 60% Corporate/Financial (Adjusted FFO per diluted share; Recurring EBITDA; Leverage), 30% Individual performance, 10% Corporate Responsibility. 2024 financial performance achieved the maximum level on all three measures.
| Metric (2024 AIP) | Threshold | Target | Exceed Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Adjusted FFO per diluted share | $1.58 | $1.60 | $1.62 | $1.64 | $1.69 |
| Recurring EBITDA ($M) | 1,417.0 | 1,453.0 | 1,471.0 | 1,489.0 | 1,531.5 |
| Leverage (%) | 37.3% | 36.3% | 35.8% | 35.3% | 35.1% |
Additional design details:
- Long-term incentives awarded to NEOs are primarily performance-based (Relative TSR vs. Bloomberg REIT Shopping Center Index over 3 years; 50%–200% payout) plus time-based equity. No stock options currently used. Time-based awards can vest 20% annually over 5 years or a 5-year cliff. LTIP Units are also used (profits interests at the OP level) with similar vesting constructs.
- 2025 peer set review and compensation governance remained in place (independent committee; Pay Governance as independent consultant).
Note: The Company does not disclose Bruce Rubenstein’s individual incentive targets or payouts because he is not an NEO.
Equity Ownership & Alignment
- Individual beneficial ownership for Bruce Rubenstein is not listed in the 2025 Beneficial Ownership table. Directors and NEOs are itemized; all directors and executive officers as a group (12 persons) held 14,580,342 shares (2.1% of outstanding) as of March 4, 2025.
- Stock ownership guidelines specify required multiples for Executive Chairman (5x), CEO (5x), President (3x), COO (3x), CFO (2x), and non-employee directors (5x). The policy does not explicitly list the General Counsel role. A retention requirement applies until thresholds are met.
- No hedging and no pledging: Company policy prohibits hedging and pledging by directors and NEOs; broader insider trading controls apply to officers and employees.
- Equity plan practices: no repricing/underwater exchange without shareholder approval; independent administration.
Employment Terms
- No individual employment agreements: “The Company does not have any individual employment agreements with its executive officers.”
- Executive Severance Plan (double-trigger change-in-control): For covered participants (described as “certain of our NEOs”), benefits include 2x (base salary + prior-year bonus), 18 months’ health premium equivalent, and acceleration of unvested annual time-based awards (extraordinary awards excluded). Performance awards remain eligible based on actual performance. No excise tax gross-ups (safe-harbor cutback applies). Coverage is not explicitly disclosed for the General Counsel.
- Clawback Policy: Mandatory recovery of incentive-based compensation (3-year lookback) following restatements per Rule 10D-1 and NYSE rules.
Performance & Track Record
- 2024 operating performance highlights: $2.7B immediate liquidity; Net Debt to Consolidated EBITDA 5.3x; pro-rata portfolio occupancy 96.3%; anchor occupancy 98.2%; 11M+ square feet leased; raised quarterly dividend in Dec-2024 to $0.25. These outcomes underpinned maximum financial metric attainment in the AIP.
- Pay versus performance context: Cumulative TSR reference value was 140 in 2024 (initial fixed $100), with Adjusted FFO per share of $1.69 in 2024 per the PVP table.
Compensation Committee Analysis & Say-on-Pay
- Executive Compensation Committee: fully independent; oversees executive pay, metric setting, succession planning, stock ownership policy, and clawbacks; uses Pay Governance as independent advisor.
- Say-on-Pay support: Approximately 96% approval in 2024.
Compensation Structure Signals
- Mix shifts and design: Long-term incentives for NEOs skew to performance shares/LTIP Units tied to Relative TSR with caps/floors, aligning pay with stock performance; no options used. Time-based awards typically vest over 5 years, supporting retention but creating a measured vesting overhang rather than near-term selling pressure.
- Financial metric rigor: 2024 targets and maximums for AFFO/EBITDA/Leverage were exceeded, driving maximum corporate financial payouts; ESG/Corporate Responsibility also assessed.
Risk Controls and Red Flags
- Hedging/pledging: Prohibited for directors and NEOs; insider trading policy in place (mitigates misalignment).
- Clawback: Implemented per exchange rules (mitigates restatement risk incentives).
- Related party transactions: Disclosed review controls; family relationships noted at the Board/management level (Milton and Ross Cooper) with related brokerage commissions (Ripco) reviewed; no disclosures implicate the General Counsel.
Investment Implications
- Transparency gap on individual GC compensation/ownership: As Bruce Rubenstein is not an NEO, investors lack visibility into his cash/equity mix, vesting, or holdings. This limits assessment of his personal selling pressure or retention risk.
- Company-wide design remains shareholder-friendly: Performance-heavy LTI linked to Relative TSR, strict no-hedging/no-pledging for directors/NEOs, clawback policy, and no option repricing suggest robust alignment and risk controls at the top team level.
- Retention and CIC economics: The double-trigger severance plan (for covered executives) is moderate (2x cash; health; equity treatment; no gross-up). It reduces windfall risk while supporting retention in strategic events; coverage for GC is not specified and thus cannot be assumed.
If you want, I can track Form 4 filings to analyze Bruce Rubenstein’s recent insider transactions and vesting cadence to infer potential selling pressure and alignment; the Company’s proxy materials do not disclose those details.