Gerald Morgan
About Gerald Morgan
Gerald R. Morgan is Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers, appointed effective October 1, 2024; he is 62, with BS and MBA degrees from Stanford University . In 2024, SITC executed a transformative spin-off and deleveraging: total shareholder return was 45.8% from Oct 27, 2023 to Oct 1, 2024 (including the CURB distribution), asset sales totaled ~$2.3B, Curbline was capitalized with $800M cash, and unsecured debt was fully redeemed—areas where Morgan’s 2024 contribution included timely financial reporting post-spin and preferred redemption execution . Morgan previously served as CFO of Four Corners Property Trust (2015–Apr 2024) and held senior finance roles at Amstar Advisers, Prologis, American Residential Communities, Archstone, and Francisco Partners, bringing deep REIT capital markets and M&A experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Four Corners Property Trust | Chief Financial Officer | 2015–Apr 2024 | CFO of a public net-lease REIT focused on restaurant/retail properties |
| Amstar Advisers | CFO & Managing Director | 2012–2015 | Private real estate investment manager leadership |
| Prologis | Managing Director, Financial Strategy & Planning | 2010–2011 | Capital markets and M&A activities at global industrial REIT |
External Roles
| Organization | Role | Years |
|---|---|---|
| Retail Value Inc. (RVI) | EVP, CFO & Treasurer; Director | Since 2024 |
Fixed Compensation
| Component | Terms | 2024 Actual |
|---|---|---|
| Base Salary | $500,000 per employment agreement | $125,000 (partial-year) |
| Annual Cash Incentive | Up to $300,000 per year, based on actual performance; maximum equals 60% of base | $87,500 (pro-rated, maximum based on qualitative assessment) |
| Equity Awards | None under Morgan’s employment agreement (no upfront or annual RSUs/PSUs) | $0 |
2024 Summary Compensation totals for Morgan: Salary $125,000; Bonus $87,500; Stock Awards $0; Non-Equity Incentive $0; All Other $0; Total $212,500 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Annual Incentive (Qualitative) | 100% qualitative; Committee discretion due to spin-off and asset sales complexity | Not applicable (qualitative) | Committee determined maximum based on execution of 2024 strategic objectives | $87,500 (pro-rated maximum) | Cash, approved Feb 2025 (for Morgan’s 2024 service) |
Notes: For 2024, SITC’s Compensation Committee used qualitative criteria (spin-off completion, asset sales, deleveraging, financial reporting) to award annual incentives; quantitative targets were not set due to transactional timing uncertainty .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 0 common shares; less than 1% ownership |
| RSUs/PSUs | None outstanding for Morgan; his agreement includes no equity grants |
| Options | None disclosed/outstanding for Morgan |
| Shares Pledged | Pledging prohibited under company policy; no pledges disclosed |
| Hedging | Hedging prohibited for officers |
| Stock Ownership Guidelines | Executive officer guidelines eliminated in Nov 2024 due to CURB spin and changes to exec employment; director guidelines remain |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Start | Consultant from Sep 16, 2024 at $41,666/month; became EVP, CFO & Treasurer on Oct 1, 2024 upon spin-off |
| Base/Bonus | Base salary $500,000; annual cash incentive up to $300,000 based on performance |
| Severance (general terms) | If terminated without cause, for good reason, or due to death/disability: accrued benefits; pro‑rated annual incentive (target for death/disability); lump‑sum cash severance $600,000; 18 months’ employer/employee insurance premium equivalents; subject to release |
| Change-in-Control | In a “triggering event” post-CIC: lump‑sum cash severance (structure per agreement), pro‑rated bonus, 18 months’ health benefits; see potential payments table below for 12/31/24 scenario |
| Restrictive Covenants | One-year non-compete and non-solicit post-termination; perpetual confidentiality and mutual non-disparagement; 90-day notice by either party for non-cause/non-good reason termination |
| Clawback | Company clawback policy for erroneously awarded incentive-based comp upon restatements; no recoveries to date |
Potential payments on hypothetical termination/change-in-control (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | Unvested RSUs ($) | Insurance Payment ($) | Accrued Vacation ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Not for Cause or Good Reason | $675,000 (includes assumed pro‑rated bonus at target per footnote) | $0 | $32,278 | $19,231 | $726,509 |
| Involuntary/Good Reason in Connection with Change in Control | $675,000 (includes assumed pro‑rated bonus at target per footnote) | $0 | $32,278 | $19,231 | $726,509 |
| Disability | $675,000 | $0 | $32,278 | $19,231 | $1,474,628 (incl. estimated long-term disability proceeds $748,119) |
| Death | $675,000 | $0 | $32,278 | $19,231 | $726,509 |
| Retirement/Voluntary (no good reason) | — | — | — | $19,231 | $19,231 |
Footnote: Proxy footnote (2) indicates “Cash Severance” amounts incorporate the assumed annual incentive for 2024 at target, paid in lump sum for table purposes; Morgan’s agreement otherwise specifies a lump‑sum severance of $600,000 plus separate pro‑rated bonus and 18‑month health benefit .
Performance & Track Record
- 2024 strategic execution: CURB spin-off completed Oct 1, 2024; $2.3B gross proceeds from property sales (first nine months 2024); CURB capitalized with $800M cash; unsecured notes ($1.2B) redeemed; $200M term loan repaid; revolver terminated; preferred shares redeemed Nov 2024 .
- CFO contribution areas cited: timely and accurate Q3/Q4 2024 reporting, investor relations post-spin, preferred redemption execution .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval rates: 2022 ~97%, 2023 ~94%, 2024 ~95% of votes cast, signaling strong support for pay design .
- Investor outreach: meetings with 16 of top 25 institutions since Jan 1, 2024; favorable views on comp program; no significant pay concerns reported .
Compensation Structure Analysis
- 2024 cash-heavy mix for Morgan: no equity awards under his agreement; compensation via base and performance cash; pro‑rated maximum annual incentive based on qualitative performance .
- Committee used qualitative metrics in 2024 due to transaction timing uncertainty; PRSUs applied to other executives but not Morgan; executive stock ownership guidelines eliminated in Nov 2024 given CURB employment transitions .
Related Policies and Risk Indicators
- Hedging/pledging: prohibited for officers/directors; Morgan has no pledged shares .
- Clawback: policy in place for restatements; no recoveries required to date .
- Insider trading controls: pre-clearance and blackout periods enforced .
- Director compensation and ownership guidelines: directors must hold ≥$300,000 in stock/equivalents; all in compliance as of Dec 31, 2024 .
Investment Implications
- Alignment: Morgan’s package is cash-centric with no SITC equity—reduces equity-aligned upside exposure but simplifies retention economics; hedging/pledging bans mitigate misalignment risk .
- Retention Risk: Severance framework provides $600k lump sum plus pro‑rated bonus and 18‑month benefits; hypothetical payouts suggest manageable change‑in‑control costs, supporting continuity but not overpaying for tenure .
- Execution Signal: Maximum qualitative payout for 2024 underscores management’s successful spin/offload/deleverage program; continued asset sale-driven distributions and mortgage covenants require disciplined financial oversight—Morgan’s prior REIT CFO experience is a positive for navigating capital structure and reporting rigor .
- Ownership: Zero beneficial share ownership and no RSUs may prompt investor focus on future equity participation to strengthen pay-for-performance alignment; currently, director-level ownership rules remain, but executive guidelines were removed post-spin .