Conor Flynn
About Conor Flynn
Conor C. Flynn is Chief Executive Officer (since January 2016) and a director of Kimco Realty (NYSE: KIM), age 44. He joined Kimco in 2003 and previously served as President, COO, CIO and President, Western Region; he holds a B.A. from Yale and a Master’s in Real Estate Development from Columbia. He chairs Nareit’s Executive Board and Investment Advisory Council and is a member of the Real Estate Roundtable and Urban Land Institute . Under his leadership, Kimco’s 5‑year PVP TSR value rose from 76 (2020) to 140 (2024) and adjusted FFO/share reached $1.69 in 2024, with 2024 FFO/share up to $1.65 (company measure) from $1.57 in 2023; 2024 total revenues were $2.04B vs $1.78B in 2023, occupancy was 96.3%, liquidity was ~$2.7B and Fitch assigned an A‑ rating .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kimco Realty | CEO | 2016–present | Leads strategy, capital allocation, mixed‑use densification, portfolio optimization; director since 2016 . |
| Kimco Realty | President, COO, CIO; President, Western Region; earlier Asset Manager | 2003–2015 | Built deep operating and investment expertise across regions; member of Investment Committee . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nareit | Chair, Executive Board; Chair, Investment Advisory Council | Current | Industry leadership, policy and capital markets engagement . |
| Real Estate Roundtable | Member | Current | Public policy and market insight . |
| Urban Land Institute | Member | Current | Best practices and development network . |
Fixed Compensation
| Component (Conor Flynn) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards ($) | 7,140,515 | 10,001,802 | 6,304,689 |
| Non‑Equity Incentive ($) | 3,465,000 | 2,923,056 | 3,600,000 |
| All Other Comp ($) | 24,533 | 26,336 | 24,336 |
| Total ($) | 11,630,048 | 13,951,194 | 10,929,025 |
Additional 2024 details:
- Target annual bonus: $1,800,000 (vs. $1,000,000 salary; ≈180% of salary) .
- Actual 2024 bonus paid: $3,600,000 (components shown below) .
Performance Compensation
- Annual Incentive design (2024): 60% corporate/financial (Adjusted FFO/share, Recurring EBITDA, Leverage), 30% individual, 10% Corporate Responsibility; linear interpolation between Threshold/Target/Max .
| Metric (2024) | Weight of Total Target Bonus | Threshold | Target | Exceed | Maximum | 2024 Actual | 2024 Payout Status |
|---|---|---|---|---|---|---|---|
| Adjusted FFO/share | 36% | $1.58 | $1.60 | $1.62 | $1.64 | $1.69 | Max (72%) |
| Recurring EBITDA | 12% | $1,417.0M | $1,453.0M | $1,471.0M | $1,489.0M | $1,531.5M | Max (24%) |
| Leverage | 12% | 37.3% | 36.3% | 35.8% | 35.3% | 35.1% | Max (24%) |
| Individual performance | 30% | 7.5% | 30% | 45% | 60% | Committee awarded 200% of target on this component | Max (60%) |
| Corporate Responsibility | 10% | 2.5% | 10% | 15% | 20% | Assessed at maximum | Max (20%) |
- Flynn’s 2024 annual cash incentive outcome: $3,600,000 (sums of components above); elected to receive 2024 bonus in LTIP Units under the 2025 plan if approved .
- Long‑Term Incentives (target weighting): 67% performance‑based (3‑year relative TSR vs Bloomberg REIT Shopping Center Index), 33% time‑based; no stock options used .
- 2024 grants (CEO):
- Time‑based LTIP Units: 102,720; vesting elected as single cliff on 2/13/2029 (vs default 20% annually over 5 years) .
- Performance‑based LTIP Units (2024–2026 TSR): Threshold 118,653; Target 237,306; Max 474,611; eligible for Dividend Equivalent LTIP Units .
- Prior PSU (2022–2024 TSR) payout: 101.5% of target (50.7th percentile TSR vs peers) .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,440,114 shares; <1% of outstanding | Includes 269,890 restricted shares and 20,544 booked‑up vested LTIP Units exchangeable into OP Units within 60 days . |
| Stock vested in 2024 | 447,329 shares; $8,861,587 value realized | Vested shares/units and dividend equivalents; value at vesting date pricing . |
| Outstanding unvested awards (12/31/24) | 102,720 time‑based; 474,611 unearned performance‑based | Time‑based LTIP Units and maximum performance‑based LTIP Units . |
| Ownership guideline | CEO: 5x salary; Flynn in compliance | 5‑year compliance window; holds/retains until threshold met . |
| Hedging/pledging | Prohibited | Policy forbids hedging or pledging of KIM stock by directors/NEOs . |
Notes on selling pressure: Flynn elected to take his 2024 bonus in LTIP Units with multi‑year vesting, which reduces near‑term liquidity versus cash; 2024 vesting value realized reflects award maturation rather than open‑market sales; company prohibits hedging/pledging .
Employment Terms
- No individual employment agreement; all executives covered by the Executive Severance Plan .
- Severance (termination without Cause; or double‑trigger within 24 months post‑CoC): 2x (base salary + prior‑year bonus) paid over two years (lump sum if within 24 months post‑CoC); 18 months health premiums; accelerate time‑based equity; performance awards remain eligible based on actual performance; no excise tax gross‑ups; cutback to safe harbor if needed .
- Potential payments if terminated without Cause as of 12/31/2024 (illustrative): | Component | Amount ($) | |---|---:| | Base salary component | 2,000,000 | | Bonus component (prior year) | 5,846,112 | | Equity (assumed at max for performance awards) | 30,730,577 | | Health benefits | 59,464 | | Total | 38,636,153 |
Board Governance
- Board leadership is separated: CEO and Chair split; with Executive Chairman Milton Cooper retiring at the 2025 Annual Meeting; Richard B. Saltzman will become independent, non‑executive Chair; Lead Independent Director role discontinued upon his appointment .
- Flynn is CEO and director (since 2016), not independent and not a member of board committees; Audit, Executive Compensation, and Nominating & Corporate Governance Committees are fully independent .
- Director attendance in 2024: all directors (excluding new Jan 2025 appointees) attended 100% of board/committee meetings; all directors attended the 2024 Annual Meeting .
Director Compensation
- Employees (including the CEO) receive no additional compensation for serving as directors; non‑employee director fees and equity are disclosed separately and are not applicable to Flynn .
Compensation Peer Group (benchmarking)
- Committee reviews a peer group annually; for 2024 pay decisions, peers included AvalonBay, Boston Properties, Brixmor, Equity Residential, Federal Realty, Healthpeak, Kite, Public Storage, Realty Income, Regency, The Macerich, Urban Edge, W.P. Carey; for 2025 decisions, Essex and Mid‑America Apartment Communities were added; Kilroy, SL Green, Vornado, and Site Centers were removed .
- Pay Governance LLC serves as independent compensation consultant to the committee; no other services provided .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~96% approval; company conducts ongoing investor engagement and maintains pay‑for‑performance design (no tax gross‑ups; clawback in place) .
Performance & Track Record
Operational and financial highlights under Flynn (2024 results):
- Revenues: $2,037.0M (2024) vs $1,783.4M (2023); FFO/share (diluted): $1.65 (2024) vs $1.57 (2023); achieved high end of 2024 outlook; Same‑Property NOI +3.5% for 2024; Q4 FFO/share +7.7% YoY .
- Portfolio: Pro‑rata leased occupancy 96.3% (anchor 98.2%; small shop 91.7%); leased vs economic occupancy spread 270bps, implying ~$56M ABR uplift .
- Capital & balance sheet: Immediate liquidity ~ $2.7B; issued $500M 4.85% 10‑yr notes; ATM equity $136.3M raised; Moody’s Baa1 positive; Fitch A‑ rating; S&P BBB+ positive .
- Strategic execution: Closed $2.3B RPT Realty acquisition (all‑stock) and exceeded synergy targets; acquired Waterford Lakes Town Center ($322M) and Markets at Town Center ($108M, subsequent), advanced densification (>12,000 entitled multifamily units achieved ahead of plan) .
Selected multi‑year metrics
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| PVP TSR – value of $100 investment | 76 | 129 | 115 | 122 | 140 |
| Adjusted FFO per fully diluted share (PVP) | 1.20 | 1.48 | 1.59 | 1.57 | 1.69 |
Revenues and FFO/share
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenues ($M) | 1,783.4 | 2,037.0 |
| FFO/share – diluted ($) | 1.57 | 1.65 |
Investment Implications
- Alignment: CEO pay is heavily at‑risk with 67% LTI tied to 3‑year relative TSR and 60% of annual bonus tied to objective financial metrics; 2024 awards paid at maximum on corporate metrics and maximum on individual/CR, consistent with strong operating and capital outcomes (RPT integration, occupancy, liquidity, ratings) .
- Retention vs selling pressure: Flynn elected equity in lieu of cash for his bonus and chose a 5‑year cliff for time‑based LTIP Units, reducing near‑term saleable stock; company bans hedging/pledging; 2024 vestings were significant ($8.86M value realized), but reflect award maturities rather than open‑market sales .
- Ownership and skin‑in‑the‑game: Beneficial ownership of ~1.44M shares (<1% of outstanding) including 269,890 restricted shares and 20,544 booked‑up LTIP Units; CEO meets 5x salary stock ownership guideline .
- Downside protection/risk: Executive Severance Plan provides meaningful protection (illustrative $38.6M if terminated without cause at 12/31/24, driven by unvested equity), with double‑trigger CoC, cutback to avoid 280G, no gross‑ups; no individual employment contract preserves board flexibility .
- Governance quality: Separation of CEO and Chair with an incoming independent Chair (Saltzman) reduces dual‑role concerns; committees are fully independent; 96% say‑on‑pay support indicates investor alignment .
Overall, Flynn’s incentives are tightly linked to TSR and FFO/EBITDA/Leverage outcomes, with substantial unvested equity creating retention and alignment. The sizable severance/equity acceleration implies continuity incentives but also a potential cost on a leadership change; governance mitigants (independent Chair, strong shareholder support, clawback, no hedging/pledging) lower governance risk **[879101_0001206774-25-000137_kim4412101-def14a.htm:57]** **[879101_0001206774-25-000137_kim4412101-def14a.htm:43]** **[879101_0001206774-25-000137_kim4412101-def14a.htm:44]** **[879101_0001206774-25-000137_kim4412101-def14a.htm:52]** **[879101_0001206774-25-000137_kim4412101-def14a.htm:8]** **[879101_0001140361-25-001460_ef20041828_8k.htm:2]** **[879101_0001206774-25-000137_kim4412101-def14a.htm:41]** **[879101_0001206774-25-000137_kim4412101-def14a.htm:11]**.
Data sources: Kimco DEF 14A (2025-03-19) and 8‑K/press releases as cited above.