Timothy Dembo
About Timothy Dembo
Senior Vice President, General Counsel and Secretary of Paramount Group, Inc. since May 15, 2025; previously Vice President, Counsel (Feb 2022–May 2025) and Assistant Vice President, Counsel (Feb 2020–Feb 2022). Prior to Paramount, he was an Associate in the Real Estate Department at Willkie Farr & Gallagher LLP for over three years. He holds a BA from Wake Forest University (Politics & International Affairs; History) and a JD from Georgetown University Law Center; admitted in New York .
Paramount’s executive incentives are primarily tied to Core FFO/share, leasing volume, same‐store leased occupancy, corporate overhead, fundraising, and corporate responsibility, with NOI and relative TSR used in long-term programs—these metrics shape pay-for-performance alignment for senior officers, including the General Counsel .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Paramount Group, Inc. | SVP, General Counsel & Secretary | May 2025–Present | Lead legal function during strategic alternatives review; officer and proxy signatory for special meeting and transaction documents . |
| Paramount Group, Inc. | Vice President, Counsel | Feb 2022–May 2025 | Supported corporate, securities, and real estate transactions; promoted to GC amid management transition . |
| Paramount Group, Inc. | Assistant Vice President, Counsel | Feb 2020–Feb 2022 | Advised on broad-based real estate transactional work . |
| Willkie Farr & Gallagher LLP | Associate, Real Estate Department | 2016–2020 | Advised on real estate transactional matters (over 3 years) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed; prior private practice at Willkie Farr & Gallagher LLP . |
Fixed Compensation
- Not disclosed for Mr. Dembo as of the latest filings. Historical precedent in PGRE’s 2024 program set the General Counsel’s STIC target at 100% of base salary (for then-GC), indicating a high at-risk cash component for the role .
Performance Compensation
Paramount’s 2024 annual STIC framework and targets (applied to NEOs) – these are the primary corporate levers tied to pay-for-performance and are relevant guideposts for GC incentives going forward.
| Metric (2024) | Threshold | Target | Maximum |
|---|---|---|---|
| Core FFO per share | $0.76 | $0.78 | $0.80 |
| Square footage of signed leases | 650,000 sf | 775,000 sf | 900,000 sf |
| Same-store leased occupancy (year-end) | 86.1% | 87.1% | 88.1% |
| Corporate overhead (G&A, $mm) | $62 | $61 | $60 |
| Fundraising (JV/Fund capital, $mm) | $100 | $200 | $300 |
| Corporate responsibility (points) | 12 | 16 | 20 |
- Long-term incentives: Company uses NOI and relative TSR for performance-based equity; 2023 awards were front-loaded (replacing 2024–2025 annual LTIC) to retain/incentivize executives during a challenging period .
Equity Ownership & Alignment
| Security/Award | Quantity | Vesting schedule / terms | Notes |
|---|---|---|---|
| Common Stock | 2,511 | N/A | Direct ownership as of Form 3 (event 07/29/2025) . |
| Common OP Units | 684 | Redeemable for cash or stock at issuer’s election (no expiration) | Partnership interest; redemption mechanics per footnote (1) . |
| LTIP Units (time-based) | 6,119 | 4,589 vested on Feb 15 in 2023, 2024, 2025; remaining 1,530 vests Feb 15, 2026 | Issued under 2014 Plan; conversion to OP units subject to tax capital conditions . |
| LTIP Units (performance—2022 Program) | 684 | Vests Dec 31, 2025 (subject to continued employment) | Earned upon achievement of performance hurdles . |
| LTIP Units (time-based) | 11,073 | 5,536 vested Feb 15 in 2024 and 2025; 5,537 vest Feb 15, 2026 and Feb 15, 2027 | Under 2014 Plan . |
| Additional LTIP Units (time-based) | — | Vests 50% on Oct 1, 2026 and 50% on Oct 1, 2027 | Quantity not captured in excerpt; present in Form 3 footnote (6) . |
- Anti-hedging and anti-pledging: Company policy prohibits hedging; pledging prohibited absent committee approval. The company states none of its executives currently have pledges in place .
- Ownership guidelines: CEO 6× salary; other Section 16 executive officers 3× salary; five-year compliance window from appointment; retain 50% of net vested value until compliant .
- Clawback: Recovery of incentive-based compensation upon restatement, regardless of fault, for the three preceding fiscal years .
Employment Terms
- Appointment and role: Named SVP, General Counsel & Secretary effective May 15, 2025 during a broader management transition and strategic alternatives review .
- Executive Severance Plan (company-wide policy): Requires a separation agreement and release; includes non-compete and non-solicit covenants for six months post-termination for covered executives (as disclosed for NEOs) .
- Change-of-control: The merger proxy includes a section on the treatment of company compensatory awards and operating partnership compensatory awards (award treatment governed by the definitive merger agreement) .
Performance & Track Record
- Strategic alternatives and transaction execution: Elevated to GC amidst initiation of a strategic alternatives review; serves as officer signatory on the special meeting proxy and transaction documents with Rithm Capital, and is designated for notices in transaction agreements .
- Governance and transitions: Executed separation documentation with departing COO/CFO (signatory for the company), reflecting active role managing leadership transitions and related legal processes .
- Investor responsiveness: Company engaged in extensive investor outreach after the 2024 say‑on‑pay did not pass (just under 50% support), with compensation program refinements and rationale discussed in the 2025 proxy .
Compensation Committee & Governance Context
- Compensation Committee members: Greg Wright (Chair), Martin Bussmann, Paula Sutter; six meetings in FY2024 .
- Say‑on‑pay history: 2024 approval failed with just under 50% support (vs. 2020–2023 average support of 86%); committee engaged with holders representing ~50% of shares outstanding .
Vesting Schedules and Potential Insider Selling Pressure
- Near-term vesting dates: Dec 31, 2025 (performance LTIP tranche), Feb 15, 2026 and Feb 15, 2027 (time-based tranches), and Oct 1, 2026 and Oct 1, 2027 (additional time-based tranche). These dates may create administrative sale activity for tax withholding or personal diversification, subject to trading windows and insider policies .
- Policy mitigants: Anti-hedging, restricted pledging, and ownership guidelines temper misalignment risks .
Equity Ownership Snapshot (as of Form 3 event 07/29/2025)
| Category | Amount |
|---|---|
| Common shares owned | 2,511 |
| OP Units (redeemable) | 684 |
| LTIP Units (time-based + performance, enumerated) | 17,876 (6,119 + 684 + 11,073) |
Risk Indicators & Red Flags
- Hedging/pledging: Company discloses no executive pledging and prohibits hedging absent approval; no red flags noted for Dembo .
- Compensation modification risk: 2023 front-loaded equity across executives shows willingness to adjust design; investors flagged 2024 say‑on‑pay, prompting outreach and explanations in 2025 proxy .
- Legal and transaction exposure: Active in strategic review and merger process; standard legal risks associated with M&A execution are present at the corporate level .
Investment Implications
- Alignment: Dembo holds meaningful LTIP and OP unit exposure with staggered vesting through 2027; combined with 3× salary ownership guideline for Section 16 officers and anti-hedging/pledging, incentives are aligned to stock performance and continued service .
- Retention risk: Multiple upcoming vest cliffs (Dec 2025; Feb 2026/2027; Oct 2026/2027) and ownership guidelines create retention hooks; any change-of-control could alter vesting per merger agreement treatment .
- Trading signals: Watch near vesting dates for potential Form 4 activity (withholding/settlement); also monitor post‑closing award treatment if the Rithm transaction proceeds .
- Governance sensitivity: The failed 2024 say‑on‑pay and subsequent outreach suggest elevated investor scrutiny on pay design; expect continued emphasis on objective metrics (Core FFO, leasing, occupancy, overhead, fundraising) and clearer linkage to outcomes .