John A. Kite
About John A. Kite
John A. Kite (age 59) is Chairman of the Board (since Dec 2008), a trustee (since Mar 2004), and Chief Executive Officer (since KRG’s IPO in Aug 2004). He previously served as President from the IPO through Dec 2008, holds a B.A. in Economics from DePauw University, and began his career at Harris Trust and Savings Bank in 1987 . Under his leadership, 2024 performance included NAREIT FFO/share of $2.07 (up 2.0% YoY), Same Property NOI +3.0%, a 95.0% leased rate, and balance sheet strength with 4.7x Net Debt/Adj. EBITDA and >$1.2B liquidity; 3-year TSR of +32.3% ranked in the 88th percentile of shopping center REITs, while 1-year TSR was +15.5% (approx. median) . Governance features to mitigate his combined Chair/CEO role include a Lead Independent Trustee and fully independent board committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kite Realty Group Trust | Chief Executive Officer | 2004–present | Responsible for strategy, operations, acquisitions, and capital markets |
| Kite Realty Group Trust | Chairman of the Board | 2008–present | Combined Chair/CEO leadership, board agenda leadership |
| Kite Realty Group Trust | President | 2004–2008 | Led executive management post-IPO |
| Kite Companies (predecessor/affiliates) | President & CEO | 1997–2004 | Led pre-IPO platform, asset and market knowledge |
| Harris Trust & Savings Bank | Early career | Began 1987 | Banking and capital markets foundation |
External Roles
No external public company directorships for Mr. Kite are disclosed in the 2025 proxy biography section .
Fixed Compensation
- 2024 base salary: $1,000,000; annual cash incentive target: 150% of base salary .
- 2024 actual short‑term incentive (cash): $2,655,000 .
Multi‑year Summary Compensation (CEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $950,000 | $950,000 | $1,000,000 |
| Stock Awards (grant date fair value) | $6,411,946 | $3,051,634 | $3,213,639 |
| Non‑Equity Incentive Plan (Cash Bonus) | $2,850,000 | $2,850,000 | $2,655,000 |
| All Other Compensation | $33,755 | $36,327 | $37,805 |
| Total | $10,245,701 | $6,887,961 | $6,906,444 |
Notes: “All other” includes health/dental, life/disability premiums, HSA contributions, and 401(k) match (up to $13,800) .
Performance Compensation
Short‑Term Incentive (2024 design and results):
| Metric | Weight | Threshold | Target | Maximum | Actual/Result |
|---|---|---|---|---|---|
| FFO/share (adjusted) | 25% | $1.98 | $2.03 | $2.08 | $2.09 (adjusted) |
| Same Property NOI growth | 20% | 0.5% | 1.5% | 2.5% | 3.0% |
| Retail Portfolio Leased Rate | 20% | 93.9% | 95.0% | 96.0% | 95.0% |
| ESG Items (15 pt scale) | 15% | 5 | 10 | 15 | 14 |
| Individual Performance | 20% | — | — | — | Max rating based on achievements and TSR |
- 2024 cash STI paid to CEO: $2,655,000 .
- 2025 STI framework: FFO/share 30%; Same Property NOI 25%; Leased Rate 25%; Individual 20% .
Long‑Term Incentive (LTI) structure and grants:
| Component | Weight | Metric/Terms | Grant Detail | Vesting/Holding |
|---|---|---|---|---|
| Performance‑Based LTIP Units | 60% of core LTI | 3‑yr relative TSR vs FTSE Nareit Equity Shopping Center Index (2/16/2024–2/15/2027) | 2024 maximum units: 282,822; target framework table ties earned % to TSR percentile (Target=55th→44% of max; Max=80th→100%) | Earned units vest at certification; 2‑yr post‑vest hold; distributions accrue and pay only if earned |
| Time‑Based LTIP Units | 40% of core LTI | Retention; grant value varies with comp. committee performance view | 2024 time‑based units: 118,716; GDFV $2,016,985 | 3‑yr ratable vest; 2‑yr “no‑sell”/holding restriction after vest |
| Performance‑Based LTIP – 2024 grant sizing | — | Closing price used: $21.48 per unit | 2024 PB LTIP thresholds: 62,850 (threshold), 125,699 (target), 282,822 (max); GDFV $1,196,654 | See above |
| 2025 time‑based award (granted 2/18/2025 for 2024 performance) | — | Committee awarded 150% of target for TB awards given 2024 performance | CEO: $2,700,000, 120,429 LTIP Units at $22.42 | 3‑yr ratable vest from 2/18/2025; 2‑yr post‑vest hold |
Status of performance‑based awards (CEO) as of 12/31/2024 and subsequent outcomes:
| Grant | Target/Max | Performance Period | Status/Outcome |
|---|---|---|---|
| AO LTIP (2/12/2021) | 477,612 target AO units | 3–5 yrs with stock price hurdle | Conditions satisfied; 477,612 AO LTIP Units exercised on Dec 5, 2024 |
| Merger Award (1/14/2022) | Max 202,157 | ~3 yrs to 12/31/2024 | Earned at maximum as of Feb 18, 2025 |
| PB LTIP (2/15/2022) | Target 103,879; Max 233,726 | 3 yrs ending 2/14/2025 | Earned 58,865 (~56.7% of target) as of Feb 18, 2025 |
| PB LTIP (2/14/2023) | Target 114,865; Max 258,446 | 3 yrs to 2/13/2026 | Not yet satisfied as of 12/31/2024 |
| PB LTIP (2/16/2024) | Target 125,699; Max 282,822 | 3 yrs to 2/15/2027 | Not yet satisfied as of 12/31/2024 |
Equity Ownership & Alignment
Beneficial ownership (as of March 26, 2025):
| Measure | Value |
|---|---|
| Shares and units beneficially owned | 2,436,587 (1.1% of shares; 1.1% of shares+units) |
| Shares+units+unvested time‑based securities | 2,726,789 (1.2% of shares+units) |
| Pledged (red flag) | 9,857 shares and 326,067 units pledged as collateral |
| Shares outstanding (context) | 219,812,300 as of 3/26/2025 |
Outstanding equity (12/31/2024):
| Category | Units/Shares | Value Basis |
|---|---|---|
| Unvested time‑based LTIP Units | 272,677 | $6,882,367 at $25.24 close (12/31/2024) |
| Unearned performance‑based LTIP Units | 690,181 | $17,420,168 at $25.24 close |
Vesting and exercise activity (2024):
| Activity | CEO Units/Shares | Value |
|---|---|---|
| “Option awards” conversions via AO LTIP exercise (delivered vested LTIP units) | 418,744 | $10,503,770 |
| Shares/units vested (time‑based) | 131,996 | $3,052,051 |
Ownership and trading policies:
- CEO stock ownership guideline: 10x base salary ($10,000,000 based on 2024 salary); CEO was in compliance as of 12/31/2024 .
- Anti‑hedging policy in place; updated mandatory Dodd‑Frank clawback covering 3 prior years on restatements .
- Company no longer grants AO LTIP Units, stock options, or SARs as part of its program (shift toward RSU/LTIP units) .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreements | Effective Dec 31, 2020; initial term through Dec 31, 2025 with automatic 1‑year renewals; if a change in control occurs, term extends to 2nd anniversary after CIC with auto 1‑yr renewals thereafter . |
| Base salary & bonus target (2024) | Base $1,000,000; cash incentive target 150% of base . |
| Non‑compete | 18 months (CEO) post‑termination; confidentiality/non‑solicit/non‑disparagement included . |
| Severance (no CIC protection period) | Lump sum = 3x (salary + average cash incentive of prior 3 years) + pro‑rata target bonus for year of termination (subject to meeting target or above for that year) + 18 months medical; full vest of time‑based equity; pro‑rata vesting of performance‑based awards if performance achieved at period end . |
| Severance (during CIC protection period) | Lump sum = 3x (salary + average cash incentive of prior 3 years) + pro‑rata target bonus (without regard to achievement) + 18 months medical; full and immediate vest of time‑based equity; performance awards vest at greater of target or actual to date (PB LTIPs/Merger Award pro‑rata if performance achieved at period end) . |
| Equity plan CIC treatment (if awards not assumed) | Full vest of time‑based awards; performance awards settle at (i) target if < half period elapsed or (ii) actual to date if ≥ half elapsed; PB LTIPs vest at greater of pro‑rated actual or target; Merger Award vests at greatest of pro‑rated actual, 50% of max, or Committee‑determined amount . |
| Clawback / Tax gross‑ups | Robust clawback policy; no tax gross‑ups; no single‑trigger severance . |
Quantification of benefits (assuming event on 12/31/2024):
| Scenario | Cash Severance | Equity Acceleration | Medical | Total |
|---|---|---|---|---|
| Without Cause / For Good Reason (outside CIC period) | $13,862,500 | $19,509,900 | $31,331 | $33,403,731 |
| Without Cause / For Good Reason (during CIC period) | $13,862,500 | $19,509,900 | $31,331 | $33,403,731 |
| For Cause / Without Good Reason | $2,655,000 (accrued comp incl. annual incentive due to year‑end timing assumption) | — | — | $2,655,000 |
| Death or Disability | $2,655,000 | $19,509,900 | $31,331 | $22,196,231 |
| CIC (no termination; awards not assumed) | — | $19,509,900 | — | $19,509,900 |
Board Governance (service history, committees, independence)
- Board service: Trustee since 2004; Chairman since 2008; CEO since 2004 IPO; not independent under NYSE rules .
- Committee roles: None (as an executive trustee) .
- Independent oversight: 91% independent trustees; all Audit, Compensation, and Nominating committees fully independent; Lead Independent Trustee (Derrick Burks) active in agendas, executive sessions each quarter .
- Board activity: Four board meetings in 2024; each trustee attended at least 75% of meetings/committees serving .
- Director compensation: Mr. Kite receives no board fees; trustee compensation applies only to non‑employee trustees .
Compensation Peer Group (used for benchmarking)
Brixmor (BRX), CURB (formerly SITC), Federal Realty (FRT), JBG SMITH (JBGS), Kimco (KIM), Macerich (MAC), NNN REIT (NNN), Phillips Edison (PECO), Regency (REG), Retail Opportunity (ROIC; acquired in early 2025), Tanger (SKT), Urban Edge (UE). Peer set includes retail REITs ~0.3x–3.0x KRG size; KRG’s implied equity cap and total cap at ~75th percentile within the peer set; the Committee does not target a fixed percentile for pay .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~97.7% support for 2023 compensation .
- Say‑on‑pay frequency: Annually until the next say‑on‑frequency vote (no later than 2029) .
- Independent consultant: Compensation Committee retains Ferguson Partners Consulting .
Related Party Transactions and Policies
- Company reports no significant related‑party transactions and robust review procedures .
- Anti‑hedging policy; updated clawback policy to comply with SEC/NYSE rules; ownership guidelines in place .
- Pledging: Mr. Kite has pledged 9,857 shares and 326,067 units as collateral (flag for alignment risk) .
Equity Ownership & Vesting Schedules (detail)
- Time‑based LTIP grants outstanding (portion unvested as of 12/31/2024): 12/31/2020: 170,533 (five‑year, three equal installments beginning 12/31/2023); 2/15/2022: 88,643 (3‑yr); 2/14/2023: 101,352 (3‑yr); 2/16/2024: 118,716 (3‑yr). Post‑vest two‑year holding applies to certain awards .
- Performance awards: 2022 Merger Award (~3‑yr period from 10/23/2021 to 12/31/2024) earned at maximum (vests at Committee certification; 2‑yr holding) .
Director Compensation (for completeness)
Mr. Kite received no compensation for board service; non‑employee trustee retainers and annual equity awards are disclosed in the Trustee Compensation Table (e.g., $85k cash retainer, $130k equity; committee/chair fees vary) .
Investment Implications
- Alignment and retention: Very high ownership requirement (10x salary) with compliance; majority of compensation is variable and equity‑based (60% PB, 40% TB), with 3‑yr performance/vesting and 2‑yr post‑vest holds—this structure aligns incentives and reduces near‑term selling pressure from vesting events .
- Performance linkage: STI is formulaic and tied to FFO/share, Same Property NOI, leased rate, and ESG (80% objective; 20% individual), and PB LTIPs are driven by relative TSR versus sector peers, indicating pay‑for‑performance rigor .
- Liquidity/selling pressure: 2024 AO LTIP exercises delivered $10.5M of value and 418,744 shares/units via cashless‑type conversion; while TB/PB awards have post‑vest holds, pledged collateral by the CEO introduces incremental trading/financing risk to monitor .
- Governance risk/mitigants: Combined Chair/CEO role is mitigated by a Lead Independent Trustee, fully independent committees, and strong pay governance (no tax gross‑ups, no single‑trigger severance, robust clawback) .
- Change‑in‑control/severance: CEO severance of 3x salary+bonus average plus full vesting of time‑based equity and favorable treatment of performance awards can create sizeable change‑in‑control economics ($33.4M modeled at 12/31/2024), an overhang in strategic scenarios .