Thomas K. McGowan
About Thomas K. McGowan
Thomas K. McGowan, age 60, is President (since 2008) and Chief Operating Officer (since 2004) of Kite Realty Group Trust, responsible for development, land acquisition, leasing, property management, and operational leadership; prior experience includes eight years at Mansur Development Corporation and a B.A. in Political Science from Indiana University . Under his operating remit, KRG’s 2024 results included FFO/share up 2.0% to $2.07, Same Property NOI up 3.0%, portfolio 95.0% leased, and strong leasing spreads; shareholder value creation included 3-year TSR of +32.3% (88th percentile among shopping center REITs) and 1-year TSR of +15.5% (median) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kite Realty Group Trust (KRG) | President | 2008–present | Leads development, leasing, and operations across the portfolio . |
| Kite Realty Group Trust (KRG) | Chief Operating Officer | 2004–present | Oversees property management and construction/operations functions . |
| Mansur Development Corporation | Real Estate Developer | ~8 years (prior to 2004) | Coordinated development across shopping centers, office, medical, industrial, planned communities, and hotels . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indiana University | Alumnus (B.A. Political Science) | — | Academic foundation for leadership in real estate . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $600,000 |
| Stock Awards ($, grant-date fair value) | $2,337,477 | $988,606 | $1,063,316 |
| Non-Equity Incentive Plan Compensation ($) | $1,100,000 | $1,100,000 | $1,062,000 |
| All Other Compensation ($) | $27,400 | $29,271 | $31,665 |
| Total ($) | $4,014,877 | $2,667,877 | $2,756,981 |
| Base Salary Change | 2023 | 2024 | % Change |
|---|---|---|---|
| Salary ($) | $550,000 | $600,000 | +9.1% |
| Annual Cash Incentive Target (% of Base) | 2024 |
|---|---|
| Target % of Base Salary | 100% |
| 2024 Actual Bonus | Amount |
|---|---|
| Cash Bonus Paid | $1,062,000 |
Performance Compensation
| Short-Term Incentive Metrics (2024) | Weighting | Threshold | Target | Maximum | Actual Result |
|---|---|---|---|---|---|
| FFO/share | 25% | $1.98 | $2.03 | $2.08 | $2.09 (adjusted) |
| Same Property NOI (YoY) | 20% | 0.5% | 1.5% | 2.5% | 3.0% |
| Retail Portfolio Leased Rate | 20% | 93.9% | 95.0% | 96.0% | 95.0% |
| ESG Items (points) | 15% | 5 | 10 | 15 | 14 |
| Individual Performance | 20% | — | — | — | Rated Maximum for McGowan |
| 2024 STIP Outcome (McGowan) | Amount |
|---|---|
| Cash Payout | $1,062,000 |
| Long-Term Incentive Design (2024) | Target Mix | Metric | Vesting/Holding |
|---|---|---|---|
| Performance-Based LTIP Units | 60% of LTI | 3-year relative TSR vs FTSE Nareit Equity Shopping Center Index; 80th percentile = 100% of max; 55th = 44%; 30th = 22% | Vests after performance determination; 2-year post-vest holding |
| Time-Based LTIP Units | 40% of LTI | Service-based | Vests ratably over 3 years; 2-year post-vest holding |
| 2024 Grants (Plan-Based Awards, McGowan) | Grant Date | Time-Based LTIP Units (#) | Time-Based Fair Value ($) | Perf LTIP Units Threshold (#) | Target (#) | Maximum (#) | Perf Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Annual grants | 2/16/2024 | 39,107 | $664,428 | 20,950 | 41,900 | 94,274 | $398,888 |
| 2025 Time-Based Award Decision (granted for 2024 performance) | Value ($) | Units (#) | Pricing Basis |
|---|---|---|---|
| Time-Based LTIP Units at 150% of 2024 target | $900,000 | 40,143 | Close $22.42 on 2/18/2025 |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/26/2025) | Amount |
|---|---|
| Shares and Units Beneficially Owned | 909,325 (less than 1% of shares outstanding) |
| Shares, Units, and Unvested Time-Based Securities | 1,009,089 |
| Breakdown (footnote detail) | Amount |
|---|---|
| Common Shares | 106,028 |
| Limited Partnership (OP) Units (direct) | 747,660 |
| Vested LTIP Units assumed converted to OP Units | 50,637 (from 149,254 vested LTIPs) |
| OP Units (irrevocable trust) | 5,000 |
| Unvested Time-Based LTIP Units (excluded from beneficial total) | 99,764 |
| Shares Pledged as Collateral | No pledging disclosed for McGowan (pledging noted for CEO and one trustee) |
| Stock Ownership Guidelines | Requirement | Status |
|---|---|---|
| McGowan multiple of base salary | 3x; $1,800,000 minimum (based on 2024 salary) | In compliance as of 12/31/2024 |
| Anti-Hedging Policy | Prohibits hedging by trustees, executives, employees | In force |
Outstanding Equity and Vesting
| As of 12/31/2024 | Quantity | Value / Terms |
|---|---|---|
| AO LTIP Units (option-like) exercisable | 149,254 | Exercise price $16.69; expires 2/11/2031 |
| Time-Based LTIP Units (unvested) | 92,701 | Market value $2,339,773 (at $25.24) |
| Unearned Perf-Based LTIP Units (not yet vested) | 241,140 | Market value $6,086,374 (at $25.24; assumed performance levels) |
| 2024 Vesting/Exercise Activity (value realized) | Units (#) | Value ($) |
|---|---|---|
| Shares/Units vested (time-based) | 50,170 | $1,164,723 |
| AO LTIP Units exercised | — (none reported) | — |
Employment Terms
| Term / Provision | Detail |
|---|---|
| Agreement Term | Initial term ends 12/31/2025; auto-renews annually unless 90 days’ notice; extends to second anniversary post-Change in Control with annual renewals unless 180 days’ notice |
| Annual Incentive Target | 100% of base salary |
| Non-Compete | 18 months (McGowan) post-termination |
| Severance (No CIC; termination without cause or for good reason) | Lump sum = 3x (base + avg cash incentive prior 3 years); pro-rata target bonus if year’s metrics at target or above; 18 months medical; full vest of time-only awards; pro-rata vest of perf awards if performance achieved at end |
| Severance (During CIC Protection Period; termination without cause or for good reason) | Lump sum = 3x (base + avg cash incentive prior 3 years); pro-rata target bonus (irrespective of performance); 18 months medical; full vest of time-only; perf awards vest at greater of target vs actual-to-date (Merger Award and perf LTIP pro-rata at end) |
| Change in Control (no termination) – Equity Plan Treatment | If awards not assumed: time-vested fully vest; perf awards settle at target if < 50% of period, else based on actual performance; perf LTIP/Merger Award vesting per award agreements (greater of actual-to-date vs target/50% max or Committee determination) |
| Governance Safeguards | Robust clawback; no single-trigger severance; no tax gross-ups; mandatory post-vest holding periods |
| Quantified Benefits (as of 12/31/2024) | Without Cause / Good Reason (Outside CIC) | Without Cause / Good Reason (During CIC Protection Period) | For Cause / Without Good Reason | Death or Disability | Change in Control (No Termination) |
|---|---|---|---|---|---|
| Cash Severance ($) | $6,045,333 | $6,045,333 | $1,062,000 | $1,062,000 | — |
| Accelerated Vesting of Non-Vested Equity ($) | $6,839,579 | $6,839,579 | — | $6,839,579 | $6,839,579 |
| Medical Benefits ($) | $20,321 | $20,321 | — | $20,321 | — |
| Total ($) | $12,905,233 | $12,905,233 | $1,062,000 | $7,921,900 | $6,839,579 |
Compensation Structure Notes and Peer Context
- Peer group for benchmarking includes BRX, NNN, CURB (spin from SITC), PECO, FRT, REG, JBGS, ROIC (acquired in early 2025), KIM, SKT, MAC, UE; Compensation not formulaically pegged to peers .
- 2024 say-on-pay support was ~97.7%, indicating strong shareholder endorsement of pay practices .
Investment Implications
- Alignment: Significant equity-based pay with 60% performance-based LTIP tied to relative TSR, multi-year vesting, and 2-year post-vest holding supports long-term alignment and discourages short-termism .
- Retention risk: Employment agreement auto-renewal, 18-month non-compete, and meaningful severance/change-in-control protections (3x cash metrics; equity acceleration) reduce departure risk but create event-driven cost exposure in strategic transactions .
- Selling pressure: 2024 vesting of 50,170 units ($1.16M) suggests periodic supply from time-based vesting; no 2024 AO LTIP exercises reported for McGowan, and no pledging disclosed—limiting forced-sale risk compared to peers with pledged shares .
- Pay-for-performance: Company hit/beat 2024 STIP metrics and awarded maximum individual ratings; McGowan’s cash bonus at $1.062M and increased 2025 time-based LTIP (150% of target) reflect robust operating execution and TSR performance—positive signal for continued operational momentum .