Philip Coviello
About Philip E. Coviello
Independent director of Kimco Realty (KIM), age 81, serving since 2008. Former partner at Latham & Watkins; recognized as a corporate governance and capital markets expert with long REIT and real estate experience. Education: A.B. Princeton; LL.B. Columbia Law; M.B.A. Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham & Watkins LLP | Partner (Corporate Law) | Through 2003 | Counseled boards and senior management on governance, compliance, and real estate transactions; issuer/underwriter counsel in capital markets; represented KIM in its IPO |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Getty Realty Corporation | Director | Since 1996 | Chair, Audit Committee; Member, Compensation and Nominating/Corporate Governance Committees |
Interlock note: Milton Cooper (KIM Executive Chairman through the 2025 Annual Meeting) is also a director at Getty Realty, creating an external shared directorship interlock with Coviello, though Cooper is retiring from KIM’s Board at the 2025 Annual Meeting .
Board Governance
- Independence: Affirmatively determined independent under KIM categorical standards and NYSE rules .
- Committees: Audit Committee member (Board determined all Audit members are “financial experts”); Nominating & Corporate Governance Committee member .
- Executive Compensation Committee: Served “during all or a portion of 2024,” but not listed among current members later in the year—indicates refresh and rotation .
- Attendance: Board met six times in 2024; Coviello attended 100% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Held at all regularly scheduled Board and committee meetings in 2024 .
- Limits on other boards: General guideline max 4 public boards; Audit Committee members may serve on up to two other audit committees (Coviello appears compliant) .
Fixed Compensation
| Element | Structure | 2024 Amounts for Coviello |
|---|---|---|
| Annual cash retainer | $60,000 | Part of fees earned |
| Committee membership fees | Audit $20,000; Nominating & Corporate Governance $6,000; Exec Comp member fee $10,000 (if applicable during tenure) | Included in fees |
| Chair fees | Audit $45,000; Exec Comp $35,000; Nominating $25,000 | Not applicable (not a chair) |
| Meeting fees | Not disclosed | — |
| Total fees earned (cash) | — | $102,250 |
| 2024 Non-Employee Director Compensation (Coviello) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $102,250 |
| Stock Awards (grant date fair value) | $175,035 |
| Total | $277,285 |
Policy features relevant to alignment:
- Director stock ownership guideline: 5x annual retainer; all directors other than Ms. Lashine are in compliance (Coviello compliant) .
- Hedging/pledging: Prohibited for directors .
Performance Compensation
Directors do not have performance-conditioned pay; equity grants are time-based.
- Annual equity awards: Restricted stock or LTIP Units with approx. grant-date value $175,000; vest 20% per year over five years (or alternative schedules if elected) .
- No options are used for director compensation; no tax gross-ups in the 2025 Plan .
| Director Equity Grant Mechanics | Details |
|---|---|
| Instrument | Restricted stock or LTIP Units (elected) |
| 2024 Grant Value (approx.) | $175,000 (program level) |
| Vesting | 20% annually over 5 years (typical), with alternatives |
| Performance metrics | None for directors (time-based only) |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Getty Realty Corporation | Director; Audit Chair; member of Compensation and Nominating/Corporate Governance | Shared external board with Milton Cooper (KIM), indicating potential information flow; mitigated as Cooper retires from KIM Board at 2025 Annual Meeting |
Expertise & Qualifications
- 35+ years advising boards and senior management; deep capital markets and real estate transaction expertise .
- Audit committee financial expert designation at KIM (committee is composed entirely of “financial experts”) .
- Law and finance credentials: Princeton A.B.; Columbia LL.B.; Columbia M.B.A .
Equity Ownership
| Item | Shares |
|---|---|
| Total beneficial ownership (as of March 4, 2025) | 210,717 |
| Breakdown | 10,000 shares in testamentary trust (co-trustee); 85,000 shares in IRA; 16,974 restricted stock; balance in direct holdings |
| Ownership % of common | Less than 1% (“*”) |
| Compliance with guidelines | In compliance (5x retainer) |
| Pledging/Hedging | Prohibited |
Note: As of December 31, 2024, proxy disclosure shows 25,688 restricted shares held; beneficial ownership table as of March 4, 2025 shows 16,974 restricted shares—timing/award accounting may explain differences .
Governance Assessment
- Strengths: Independent status, 100% attendance, dual governance roles (Audit; Nominating & Corporate Governance), audit financial expert credentials; adherence to stock ownership guidelines; anti-hedging/pledging policies; executive sessions held routinely .
- Compensation alignment: Director pay mix is balanced (cash retainer + time-based equity), with multi-year vesting and no options/gross-ups; Say-on-Pay support at 96% (for executives) signals investor confidence in compensation governance .
- Potential conflicts/interlocks: Shared external directorship at Getty Realty with Milton Cooper could present information flow concerns; mitigant is Cooper’s planned retirement from KIM’s Board at the 2025 Annual Meeting. Historical professional ties (Coviello as issuer counsel for KIM’s IPO) are remote; Board affirms independence .
- RED FLAGS: None disclosed specific to Coviello in related-party transactions; Compensation Committee interlocks section reports no related person transactions among members (including Coviello) during 2024 . Monitor external interlock dynamics at Getty post-Board transition.
Overall investor confidence signal: Strong attendance, independent governance roles, and robust ownership/anti-hedging policies support board effectiveness; limited conflict exposure with a manageable external interlock that is diminishing as KIM’s Executive Chairman retires .