Richard Saltzman
About Richard B. Saltzman
Independent Chairman of the Board (effective April 2025), Director since July 2003, age 68, and Chair of the Audit Committee; member of the Executive Compensation and Nominating & Corporate Governance Committees . He holds a B.A. from Swarthmore College and an M.S. from Carnegie Mellon University, and received Nareit’s Industry Leadership Award in 1999 for lasting contributions to the REIT industry . The Board has affirmatively determined him to be independent under NYSE and Kimco’s categorical standards ; he is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch Investment Banking | Managing Director & Vice Chairman; Global Head of Real Estate | Prior to 2003 | Led real estate investment banking; capital markets and M&A expertise |
| Colony Capital, Inc. (NYSE: CLNY) | Chief Executive Officer & President | 2015–2018 | Led public company operations and strategy |
| NorthStar Realty Europe Corp. | Chairman of the Board | Until August 2019 | Oversight of European REIT strategy |
| Colony Credit Real Estate, Inc. | Chairman of the Board | Until May 2020 | Guided credit REIT governance |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Peaceable Street Capital | Senior Advisor | Since Oct 2019 | Preferred equity to income-producing CRE |
| Ranger Global Real Estate Advisors | Senior Advisor & Chairman of Board of Managers | Since Mar 2019 (prior service) | SEC-registered investment advisor focused on listed real estate |
| Equiem Holdings Pty. Ltd. | Board Director | Current | Real estate technology/tenant engagement platform |
| RXR Acquisition Corp. | Board Director | Previously noted | SPAC board service |
Board Governance
- Structure and leadership: Roles of Chair and CEO are separated; Saltzman appointed incoming non-executive Independent Chairman at conclusion of the 2025 Annual Meeting (Lead Independent Director role will be discontinued) .
- Independence: Saltzman is affirmatively independent under NYSE and Kimco standards .
- Attendance: Board met 6 times in 2024; each director (including Saltzman) attended 100% of Board and committee meetings; all directors attended the 2024 Annual Meeting . Historical attendance was 100% in 2021 and 2017 for Saltzman and peers .
- Executive sessions: Non-management directors met in executive session at all regularly scheduled Board and committee meetings in 2024 .
- Committee memberships and responsibilities (2024):
- Audit Committee (Chair: Saltzman; members: Coviello, Lashine, Lourenso, Moniz; 6 meetings; all members are independent and financial experts) .
- Executive Compensation Committee (members: Richardson (Chair), Lashine, Lourenso, Hogan Preusse, Saltzman; 5 meetings; independent; uses Pay Governance as independent consultant) .
- Nominating & Corporate Governance Committee (members: Hogan Preusse (Chair), Coviello, Moniz, Richardson, Saltzman; 5 meetings; independent; oversees corporate responsibility and refreshment) .
Fixed Compensation
| Element of 2024 Non-Employee Director Compensation | Amount |
|---|---|
| Annual cash retainer (Board) | $60,000 |
| Lead Independent Director retainer | $50,000 |
| Audit Committee member retainer | $20,000 |
| Executive Compensation Committee member retainer | $10,000 |
| Nominating & Corporate Governance Committee member retainer | $6,000 |
| Audit Committee Chair fee | $45,000 |
| Executive Compensation Committee Chair fee | $35,000 |
| Nominating & Corporate Governance Chair fee | $25,000 |
| Equity award (Restricted Stock or LTIP Units) | ~$175,000 grant-date value; time vesting 20% per year over 5 years |
| Richard B. Saltzman – Non-Management Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $96,000 | $114,750 |
| Stock Awards ($) | $175,086 | $175,035 |
| Total ($) | $271,086 | $289,785 |
| End-of-year positions (shares/units) | 25,588 restricted stock; 78,808 deferred stock entitlement | 16,698 restricted stock; 8,990 restricted LTIP Units; 82,501 deferred stock entitlement |
Notes: Beginning in 2024, directors may elect LTIP Units in lieu of restricted stock, with similar vesting terms .
Performance Compensation
- Director equity is time-based restricted stock or LTIP Units (no explicit performance metrics for director awards) . As a member of the Executive Compensation Committee, Saltzman oversees NEO pay tied to rigorous performance metrics.
| 2024 Corporate/Financial Metrics (NEO Annual Incentive) | Threshold | Target | Exceed Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Adjusted FFO per diluted share | $1.58 | $1.60 | $1.62 | $1.64 | $1.69 |
| Recurring EBITDA | $1,417.0M | $1,453.0M | $1,471.0M | $1,489.0M | $1,531.5M |
| Leverage (Net Debt/Assets basis) | 37.3% | 36.3% | 35.8% | 35.3% | 35.1% |
Committee governance signals:
- Independent consultant engaged (Pay Governance) .
- Clawback policy adopted per NYSE Rule 10D-1 .
- No tax gross-ups; anti-hedging/anti-pledging policy for directors and NEOs .
- 2024 Say-on-Pay approval ~96% (strong support) .
Other Directorships & Interlocks
| Company | Role | Timing | Potential Interlock/Conflict Note |
|---|---|---|---|
| Equiem Holdings Pty. Ltd. | Director | Current | No related-party transactions disclosed with Kimco |
| Peaceable Street Capital | Senior Advisor | Since Oct 2019 | No related-party transactions disclosed with Kimco |
| Ranger Global Real Estate Advisors | Senior Advisor/Chair of Board of Managers | Since Mar 2019 (prior service) | No related-party transactions disclosed with Kimco |
| RXR Acquisition Corp. | Director | Previously noted | No Kimco interlock disclosed |
Expertise & Qualifications
- 45 years in real estate and financial services; deep REIT IPOs, capital markets, M&A experience .
- Audit oversight and risk management (cybersecurity, ERM); designated audit committee financial expert .
- Nareit Industry Leadership Award (1999) .
- Extensive boardroom governance across REITs and real estate investment platforms .
Equity Ownership
| Beneficial Shares (Common) | 2015 | 2019 | 2021 |
|---|---|---|---|
| Shares owned beneficially (#) | 186,266 | 165,369 | 175,488 |
| Percent of class (%) | <1% | <1% | <1% |
| Director Equity Positions | 2023 | 2024 |
|---|---|---|
| Restricted Stock Held (#) | 25,588 | 16,698 |
| Deferred Stock Entitlements (#) | 78,808 | 82,501 |
| Restricted LTIP Units Held (#) | — | 8,990 |
Insider trading activity (Form 4):
| Transaction Date | Filing Date | Type | Securities Transacted | Security | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2023-02-16 | 2023-02-17 | Award (A) | 8,220 | Common Stock | 110,415 | |
| 2024-02-15 | 2024-02-16 | Award (A) | 8,990 | Long-Term Incentive Units | 8,990 | |
| 2025-04-30 | 2025-05-01 | Award (A) | 8,720 | Long-Term Incentive Units | 17,710 |
Governance Assessment
- Strengths:
- Independence and incoming non-executive Chair role enhance Board oversight and investor confidence .
- Audit Chair with financial expert designation; robust ERM and cybersecurity oversight .
- 100% meeting attendance in 2024; historical strong attendance .
- Strong compensation governance: independent consultant, clawback, no gross-ups; high Say-on-Pay support (~96%) .
- Alignment:
- 5x retainer stock ownership guideline; Company confirms directors (other than new appointee Lashine) are in compliance; hedging/pledging prohibited .
- Material director equity with deferred stock and restricted stock/LTIP Units indicates “skin in the game” .
- Conflicts/Related-party exposure:
- No Saltzman-related party transactions disclosed; Board annually reviews independence and related parties .
- Family-related transactions disclosed pertain to Milton Cooper and Ripco; not Saltzman .
- Risk indicators and RED FLAGS:
- Long tenure (since 2003) could pose entrenchment perception; mitigated by ongoing Board refresh (new directors in 2025) and transition to independent Chair structure .
- No disclosures of hedging/pledging, option repricing, or legal proceedings tied to Saltzman; policies explicitly prohibit hedging/pledging .
Overall, Saltzman’s independence, audit and compensation committee leadership, and forthcoming role as independent Chair are positive governance signals. His compensation and equity holdings align interests, and absence of related-party transactions reduces conflict risk .