Ross Cooper
About Ross Cooper
Ross Cooper is President and Chief Investment Officer (CIO) of Kimco Realty, elected President/CIO in February 2017 and to the Board of Directors in 2025; he joined Kimco in 2006 and is age 42 . He holds a B.S. from the University of Michigan and a Master’s in Real Estate from New York University . Company performance context during the most recent five years shows Kimco’s cumulative TSR rising to 140 in 2024 versus peer group 126, with Adjusted FFO per fully diluted share increasing to 1.69 in 2024 (from 1.20 in 2020), and reported Net Income of $375.7 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kimco Realty | President & Chief Investment Officer | Feb 2017–Present | Oversees acquisition/disposition strategy; voting member of Investment Committee; works with risk and regional leadership on implementation |
| Kimco Realty | Executive Vice President & Chief Investment Officer | May 2015–Feb 2017 | Led investment strategy across portfolio |
| Kimco Realty | Senior Vice President | 2014–2015 | Asset management senior leadership |
| Kimco Realty | Vice President, Acquisitions/Dispositions/Asset Mgmt (Southern Region) | 2012–2014 | Regional capital allocation and portfolio actions |
| Kimco Realty | Various roles | 2006–2012 | Progression through investment/asset management functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025 Proxy | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 700,000 |
| Stock Awards ($) | 3,141,912 | 4,000,703 | 1,718,033 |
| Non-Equity Incentive Plan Compensation ($) | 1,395,625 | 1,177,342 | 1,450,000 |
| All Other Compensation ($) | 25,838 | 25,838 | 25,838 |
| Total ($) | 5,263,375 | 5,903,883 | 3,893,871 |
- Base salaries for NEOs were unchanged in 2024 from 2023 per committee policy .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
- Weighting: 60% corporate/financial (Adjusted FFO per diluted share, Recurring EBITDA, Leverage), 30% individual performance, 10% Corporate Responsibility; linear interpolation across Threshold/Target/Exceed/Maximum .
- 2024 Individual component paid at 200% of target based on quantitative/qualitative assessment; Corporate Responsibility attained at maximum .
- Directors/NEOs may elect to receive AIP 2024 in restricted stock or LTIP Units at 120% of bonus value under the new 2025 Plan; Milton Cooper and Flynn elected; no election for Ross disclosed .
| Metric | Weighting at Target | Target Definition | 2024 Payout ($) | Vesting / Form |
|---|---|---|---|---|
| Adjusted FFO per diluted share | 36% of AIP target | Not disclosed | 522,000 | Cash; elective conversion to equity under 2025 Plan |
| Recurring EBITDA | 12% of AIP target | Not disclosed | 174,000 | Cash; elective conversion to equity under 2025 Plan |
| Leverage | 12% of AIP target | Not disclosed | 174,000 | Cash; elective conversion to equity under 2025 Plan |
| Corporate Responsibility | 10% of AIP target | Attained at maximum | 145,000 | Cash; elective conversion to equity under 2025 Plan |
| Individual Quantitative/Qualitative | 30% of AIP target | Committee assessment; paid at 200% of target | 435,000 | Cash; elective conversion to equity under 2025 Plan |
| Total AIP Earned for 2024 | — | — | 1,450,000 | Cash (unless elected otherwise) |
- Ross’s AIP target opportunity schedule for 2024: Threshold $290,000; Target $725,000; Maximum $1,450,000 .
Long-Term Incentives (LTI) – Program Design and 2024 Grants
- LTI mix at target: 67% performance-based equity (Relative TSR), 33% time-based restricted equity .
- Performance Shares (2024 grant): Relative TSR versus Bloomberg REIT Shopping Center Index; 25th percentile=50% payout; 50th percentile=100%; 85th percentile=200% maximum; includes dividend equivalent value in shares upon vesting .
- Time-Based Restricted Stock (2024 grant): Vesting either ratably 20% per year over 5 years or single cliff at year 5; Ross elected single-installment vesting on Feb 13, 2029 .
| Component | Grant Date | Target / Units | Max Units | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Performance Shares (Relative TSR) | Feb 15, 2024 | 61,630 | 123,260 | 1,117,968 | End of 2024–2026 period per TSR scale |
| Time-Based Restricted Stock | Feb 15, 2024 | 30,820 | — | 600,065 | Cliff vest Feb 13, 2029 (Ross elected) |
- Performance cycle outcome example: For 2022 grants, Company TSR ranked 50.7th percentile; payout factor 101.5% of target shares for NEOs .
Stock/Unit Vests (Liquidity Overhang)
| Name | Shares Acquired on Vesting (#) in 2024 | Value Realized on Vesting ($) |
|---|---|---|
| Ross Cooper | 178,902 | 3,737,709 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 611,155 shares; less than 1% of class |
| Ownership Breakdown | Includes 2,100 shares for children, 929 shares in a trust, and 200,870 shares of restricted stock |
| Unvested Time-Based Equity Eligible for Acceleration (Death/Disability) | 140,250 shares/units; retention award unvested portion 88,150 shares |
| Stock Ownership Guidelines (President) | 3x base salary; all directors and NEOs in compliance |
| Hedging/Pledging | Prohibited for directors and NEOs |
| Stock Retention | Must hold net-settled shares until guideline met |
Employment Terms
- No individual employment agreements for executive officers .
- Severance Plan: Double-trigger change-in-control; if award assumed and executive terminated without Cause or for Good Reason within 12 months post-CoC, awards vest; if not assumed, Committee may accelerate; performance awards evaluated on shortened period at CoC .
- Severance multiple: 2x base salary plus prior year’s annual bonus upon termination without Cause for Ross (and other NEOs) .
| Scenario (as of Dec 31, 2024) | Base Salary Component ($) | Bonus Component ($) | Stock Awards ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause (non-CoC) | 1,400,000 | 2,354,684 | 8,814,132 | 59,464 | 12,628,280 |
| Termination Without Cause or for Good Reason in Connection with CoC | 1,400,000 | 2,354,684 | 8,814,132 | 59,464 | 12,628,280 |
| Death/Disability (Stock Awards portion) | 10,879,486 | — | — | — | 10,879,486 |
- Clawback: Mandatory recovery of incentive-based compensation upon accounting restatement per NYSE Rule 10D-1 .
- Tax Gross-Ups: Not provided .
Board Governance
- Board Service: Elected to Kimco Board in 2025; age 42; Director Since 2025 .
- Independence: Ross is a management director (President & CIO); Board committees (Audit, Executive Compensation, Nominating & Corporate Governance) are 100% independent; separate Chair and CEO; Lead Independent Director in place .
- Committee Roles: No committee membership disclosed for Ross; committees comprised entirely of independent directors .
- Board Attendance: In 2024, each director attended 100% of Board and relevant committee meetings; Ross joined Jan 21, 2025 and thus was not a director in 2024 .
- Lead Independent Director: Mary Hogan Preusse; chairs Nominating & Corporate Governance and serves on Executive Compensation .
- Executive Sessions: Non-management director executive sessions held at all Board and committee meetings .
- Director Compensation: Employee directors receive no additional compensation for Board service .
Compensation Committee Analysis
- Committee Composition: Valerie Richardson (Chair), Nancy Lashine, Frank Lourenso, Mary Hogan Preusse, Richard B. Saltzman; all independent; five meetings in 2024 .
- Independent Consultant: Pay Governance served as independent compensation consultant; no other services to Company in 2024 .
- Peer Group Refresh: 2024 benchmarking added Essex Property Trust and Mid-America Apartment Communities; removed Kilroy, SL Green, Vornado, and Site Centers (post spin-off) .
- Equity Plan Controls: No option/SAR repricing without stockholder approval; prohibits in-the-money grants; independent administration; equity share reserve limits .
- Equity Burn Rate: ~0.3% (2024), 0.2% (2023), 0.2% (2022); three-year average 0.7% .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay Approval: ~96% of votes cast supported executive compensation .
- Annual Say-on-Pay: Conducted annually; next expected at 2026 Annual Meeting .
Additional Performance Context (Company-Level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 76 | 129 | 115 | 122 | 140 |
| Peer Group TSR (Value of $100) | 73 | 120 | 104 | 114 | 126 |
| Net Income ($) | 975,400,000 | 818,600,000 | 100,800,000 | 629,300,000 | 375,700,000 |
| Adjusted FFO per Fully Diluted Share | 1.20 | 1.48 | 1.59 | 1.57 | 1.69 |
Investment Implications
- Pay-for-performance alignment: High weight on performance-based equity (67% of LTI) with rigorous Relative TSR thresholds, strong AIP linkage to Adjusted FFO, EBITDA, and leverage; clawback and hedge/pledge prohibitions reinforce alignment .
- Vesting supply and potential selling pressure: Significant 2024 vest releases (178,902 shares; $3.74M) and upcoming cliff vests in 2027–2029 (retention awards and 2024 time-based grant) create identifiable supply overhang windows; monitor Form 4 activity around February 13 anniversaries .
- Retention and severance economics: Double-trigger CoC with 2x salary+prior bonus and full vesting on qualifying termination; total modeled CoC termination value for Ross at $12.6M, suggesting strong retention but material change-in-control cost; no individual employment agreement reduces fixed obligations .
- Governance safeguards vs dual role: As a management director, Ross is not independent; however, committees are fully independent, separate Chair/CEO structure, and executive sessions mitigate dual-role concerns; strong shareholder support (96% SOP) indicates investor acceptance of program design .
- Peer benchmarking and equity discipline: Ongoing peer group refresh to reflect strategic mix and size; low equity burn rate and prohibition on repricing reduce dilution/gaming risk; focus remains on TSR-based performance equity .