C. Brent Smith
About C. Brent Smith
C. Brent Smith (age 49) is President, Chief Executive Officer, and a director of Piedmont Office Realty Trust (PDM), serving as CEO since July 2019 and on the board since 2019 . In 2024, under his leadership, PDM executed 2.4 million SF of leasing (largest since 2015), ended the year 88.4% leased, realized ~12% cash and ~20% accrual rent roll-ups, and refinanced $400M of bonds at a better spread; Core FFO/share declined to $1.49 (from $1.74) due to higher interest expense from refinancing . TSR was ~31% for 2024 (top quartile vs peers), while the 2022–2024 PSU cycle saw an absolute TSR loss of 41% yet a 40th percentile relative TSR outcome (80% of target payout) . He is not considered independent; the board separates Chair and CEO roles (Chair: Kelly H. Barrett) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Piedmont Office Realty Trust | President & CEO | Since Jul 2019 | Led leasing rebound and capital structure extension; 2024 TSR ~31% and strong leasing growth; Core FFO impacted by higher rates . |
| Piedmont Office Realty Trust | Chief Investment Officer | Four years prior to CEO promotion (approx. 2015–2019) | Oversaw investment strategy; experience across PDM markets and complex transactions . |
| Piedmont Office Realty Trust | EVP, Northeast Region | Until Feb 2019 | Responsible for leasing/asset mgmt./A&D across >3M SF Boston/NY/NJ . |
| Morgan Stanley (Real Estate Investment Banking) | Executive Director | Pre-2012 (joined PDM in 2012) | ~20 years transaction experience across North America and Asia . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Our House (Atlanta) | Board member (non-profit) | Current | Community engagement/leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 700,000 | 700,000 |
| Target Annual Bonus (% of Salary) | 150% | 150% | 150% |
| Actual Annual Bonus ($) | 877,500 | 1,050,000 | 1,236,480 |
| Actual STIC Payout (% of Target) | 97% (pool) | ~100% CEO; pool 104% | 118% (CEO and pool) |
Notes:
- STIC metrics include Core FFO vs budget, Net Debt/EBITDA, Same Store NOI (cash), leasing volumes, and strategic priorities (ESG) .
Performance Compensation
Short-Term Incentive (STIC) – 2024 Plan Results
| Metric | Threshold | Target | Maximum | Actual | Result vs Target |
|---|---|---|---|---|---|
| Core FFO/share vs budget | $1.42 | $1.48 | $1.55 | $1.49 | +0.7% |
| Net Debt / Core EBITDA (x) | 7.5 | 6.8 | 6.1 | 6.8 | At target |
| Same Store NOI (cash) | (1.25%) | 0.75% | 2.75% | 2.6% | +1.85 pts |
| New SF Leasing (000s) | 675 | 900 | 1,125 | 1,014 | +12.7% |
| Renewal SF Leasing (000s) | 563 | 750 | 938 | 1,379 | +83.9% |
| Strategic Priorities (incl. ESG) | Qualitative | Qualitative | Qualitative | Assessed at Target | Target |
Payout: STIC pool ~118% of target; CEO award 118% of target ($1,236,480) .
Long-Term Incentive (LTIC) – 2024 Grants and PSU Outcomes
| Component | Grant Date | Target Shares | Max Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (2024–2026 cycle; Rel. TSR) | Feb 20, 2024 | 311,450 | 622,900 | 2,379,478 | Earn based on 3-yr TSR vs peer group; payout 0–200%; modifier reduces above-target if absolute TSR negative . |
| Deferred Stock Units (time-based) | Feb 20, 2024 | 207,634 | — | 1,360,000 | Vests 25% annually over 4 years; 12-month post-vest holding for SVP+ . |
PSU performance snapshots:
- 2022–2024 cycle: 40th percentile → 80% of target earned .
- 2023–2025 cycle: 47th percentile (est. 93% of target as of 12/31/24) .
- 2024–2026 cycle: 80th percentile (est. 200% of target as of 12/31/24) .
Outstanding and Vested Equity – 12/31/24
| Category | Award Detail | Shares/Units | Market/Value Notes |
|---|---|---|---|
| DSUs unvested | 2/10/22 award | 15,578 | $173,851 |
| 2/13/23 award | 75,355 | $777,664 | |
| 2/23/23 award | 101,373 | $1,046,169 | |
| 2/20/24 award | 207,634 | $2,003,668 | |
| PSUs unearned | 2022 plan | 64,290 | $717,472 |
| 2023 plan | 188,554 | $1,945,875 | |
| 2024 plan | 622,900 | $6,010,985 | |
| Vested in 2024 | Stock vested (all awards) | 108,214 | $837,718 value realized |
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 313,277 (as of 2/29/24) | 423,877 (as of 2/28/25) |
| Ownership (% of outstanding) | 0.25% (based on 2/29/24 shares) | 0.34% (based on 124,408,011 shares) |
Additional alignment controls:
- CEO ownership guideline: lesser of 5x base salary or 195,000 shares; all NEOs met requirement except newly hired CFO; 12-month post-vest holding requirement for SVP+ .
- Hedging and pledging prohibited; none of executives/directors have pledged shares .
Employment Terms
- Executive Severance Plan (adopted 2024; legacy employment agreements terminated for participants) :
- Termination without cause or for good reason (non-CIC): CEO 2x (salary+target bonus) cash; pro-rated target bonus; COBRA premiums (12 months × multiplier × 170%); vesting of time-based awards; performance awards per plan terms .
- Change-in-control terminations (within 3 months before or 24 months after CIC): CEO 3x (salary+target bonus) cash; pro-rated target bonus; COBRA as above; time-based awards vest; performance awards convert at target×greater of actual/target and remain time-based, then vest on qualifying termination (double-trigger) .
- Restrictive covenants include a 1-year non-compete post-termination; no excise tax gross-ups; Dodd-Frank/NYSE-compliant clawback applies .
- Quantified potential payments (assuming event on 12/31/24):
- Without cause/Good reason: $11,396,601 (incl. $7,799,674 equity) .
- CIC termination: $18,396,906 (incl. $13,001,516 equity) .
- Death/Disability: $11,396,601 (incl. $7,799,674 equity) .
Performance & Track Record
- 2024 Operating scorecard: 2.4M SF leasing (best since 2015), ~12% cash/ ~20% accrual rent growth, YE leased 88.4%, $400M bonds at improved spread; Core FFO/share $1.49 vs $1.74 in 2023 due to higher interest expense from proactive refinancing and property sales/lease downtime .
- Leverage: Avg. net debt/Core EBITDA 6.8x in 2024, in line with projections .
- TSR: 2024 ~31% (top quartile vs peer set); 2022–2024 absolute TSR -41% but 40th percentile relative (PSUs at 80% of target) .
- Say-on-pay: 95% approval in 2023; 93% approval in 2024 .
Board Governance
- Role and independence: Smith is CEO and director (not independent). Board separates Chair/CEO; Chair is independent (Kelly H. Barrett) .
- Committees: CEO is not on board committees. Committee chairs include Glenn G. Cohen (Compensation), Barbara B. Lang (Nominating & Governance), Dale H. Taysom (Capital), Kelly H. Barrett (Audit) .
- Board composition and meetings: Eight of nine nominees independent; nine board meetings in 2024; each director attended >75% of meetings; standing committees (Audit, Compensation, Nominating & Governance, Capital) comprise independent directors .
- Director pay: CEO receives no additional compensation for board service .
Compensation Structure Analysis
- Mix and at-risk orientation: ~66% of CEO target pay in LTIs (2024) with 60% of LTIC in PSUs linked to 3-year relative TSR; absolute TSR modifier reduces above-target payouts if absolute TSR is negative .
- Short-term plan rigor: Quantitative plan tied to Core FFO, leverage, Same Store NOI (cash), and leasing; 2024 pool paid 118% given outperformance on NOI/leasing and at-target leverage .
- Long-term calibration: 2022–2024 PSUs paid 80% (below target) consistent with weaker 3-year TSR; 2024–2026 tracking at 200% as of 12/31/24 indicates potential future upside if momentum persists .
- Benchmarking and positioning: CEO target pay ~13% below peer median; overall NEO pay around 20th–40th percentile; peer set of 15 REITs used by independent consultant (Ferguson Partners) .
- Governance safeguards: Clawback in place; hedging/pledging prohibited; minimum one-year vesting and 12-month post-vest holding; no option repricing and no tax gross-ups .
Equity Ownership & Director Compensation (for governance context)
- CEO beneficial ownership increased from 313,277 shares (0.25%) as of 2/29/24 to 423,877 shares (0.34%) as of 2/28/25 .
- Director compensation (non-employee directors) combines cash retainers and ~$100k equity grants; CEO does not receive director fees .
Compensation Peer Group (Benchmarking Reference)
- 2024 peer group comprised 15 REITs (mix of office and size-comparable REITs); peers updated from 2023 (additions: InvenTrust, LTC, ROIC; removal: American Assets) .
- Peer CEO target pay percentiles: 25th $5.0M; 50th $5.9M; 75th $7.2M; PDM CEO target slightly above 35th percentile and ~13% below median .
Say-on-Pay & Shareholder Feedback
- Approval rates: 95% (2023) and ~93% (2024) say-on-pay support; compensation committee retained independent consultant; extensive investor outreach reported .
Risk Indicators & Red Flags
- No related-party transactions with directors/executives; hedging/pledging prohibited and none pledged; no option repricing; clawback policy in effect .
- CFO transition in 2024 (Bowers departed; Rexroad appointed) disclosed with severance details; not flagged as a governance issue by company .
Investment Implications
- Alignment and upside sensitivity: High at-risk mix (PSUs tied to relative TSR with negative-TSR modifier), ownership guidelines, and 12-month post-vest holding promote alignment; 2024–2026 PSUs are currently tracking at 200%, creating potential future equity inflows for management if performance holds (dilution risk and motivation aligned) .
- Retention and turnover risk: Executive Severance Plan with double-trigger CIC (3x CEO) and 2x severance outside CIC provides strong retention economics; 1-year non-compete protects franchise; severance quantification ($18.4M in a CIC scenario) is material but standard for sector .
- Near-term selling pressure: 2024 vesting of 108,214 shares for CEO plus multi-year DSU vesting cadence; however, 12-month post-vest holding and ownership guidelines mitigate forced selling; hedging/pledging prohibited .
- Pay-for-performance calibration: 2022–2024 PSU payout at 80% and 2024 STIC at 118% reflect balanced response to improving operations and relative TSR recovery after prior multi-year TSR pressure; continued operational execution (leasing/NOI) and capital structure discipline (leverage at target) are key levers for PSU monetization .