Jeffrey Citrin
About Jeffrey B. Citrin
Independent director of Tanger Inc. (SKT), age 67 with 10 years of board service. Background includes 35+ years in real estate investment, executive and legal roles: Co-Founder and Executive Chairman, Temerity Strategic Partners; Managing Principal, Hectad Strategic Partners (founded 2021); Special Advisor, Affinius Capital (formerly Square Mile); prior leadership at Blackacre/Cerberus, Oppenheimer, Credit Suisse First Boston, Chemical Bank; and real estate attorney at Kelley Drye & Warren and Proskauer Rose . The board affirmatively classifies Citrin as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temerity Strategic Partners | Co-Founder & Executive Chairman | Not disclosed | Real estate investment leadership |
| Hectad Strategic Partners | Managing Principal | 2021–present | Private investment; founded in 2021 |
| Affinius Capital (Square Mile Capital) | Special Advisor | Since Jan 2021 | Strategic real estate advisory |
| Square Mile Capital Management | Vice President/Senior Advisor | 2017–2020 | Real estate investing |
| Square Mile Capital Management | Managing Principal | 2006–2017 | Co-founded; structured complex deals |
| Blackacre Capital (Cerberus Institutional Real Estate) | President | 1994–2005 | Co-founder; portfolio leadership |
| Oppenheimer & Co. | Managing Director, Commercial Mortgage Investment | 1993–1994 | Mortgage investment leadership |
| Credit Suisse First Boston | Vice President, Distressed Real Estate Principal Group | 1991–1993 | Distressed real estate investing |
| Chemical Bank | Vice President, Real Estate Investment Banking | 1986–1991 | Real estate banking |
| Kelley Drye & Warren; Proskauer Rose | Attorney, Real Estate | 1983–1986 | Legal expertise in real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Art Museum | Board of Trustees | Not disclosed | Trustee |
| Hospital for Special Surgery (NY) | Advisory Board | Not disclosed | Advisor |
| Hood Museum of Art | Advisory Board | Not disclosed | Advisor |
| Trinity Place Holdings | Independent Director | 2018–2024 | Prior public company directorship |
| First Union Real Estate & Mortgage (Winthrop Realty Trust) | Independent Trustee | 2001–2003 | Prior public company directorship |
| Other current public company boards | — | — | None |
Board Governance
- Independence: Board determined Citrin is independent under NYSE rules .
- Committees: Audit Committee member; Compensation and Human Capital Committee member .
- Audit qualification: Board determined all Audit members (including Citrin) are “financially literate” and qualify as “audit committee financial experts” under Item 407(d) of Regulation S-K .
- Attendance: Board met 6 times in 2024; all incumbent directors attended 100% of Board and respective committee meetings .
- Executive sessions: Non-management directors meet in executive session after each quarterly Board meeting; presided by Lead Independent Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Standard non-employee director cash retainer in 2024 (increased from $60,000 in 2023) |
| Committee Chair/Lead Director Retainers | N/A | Citrin is not chair/lead; Lead Independent Director retainer increased to $70,000 in 2024 |
| Expenses/Perquisites | None | Directors reimbursed for expenses; no perquisites |
| 2024 Fees Earned (Citrin) | $70,000 | As reported in Director Compensation Table |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Restricted Shares | 02-15-2024 | 6,535 | $175,007 | Vested 02-15-2025 | Standard director equity retainer; fair value based on $26.78/share |
| Legacy Unvested Portion (2022 grant) | 2022 | 3,309 | Not disclosed | One-third of 2022 grant remains unvested at 12/31/2024 | Applies to all directors except Mr. Tanger and Ms. Syngal |
| Deferral Election (Citrin) | 2024 | 9,131 deferred shares | Notional (from fees+equity) | Paid within elected schedule | Citrin deferred all 2024 cash and equity; includes dividend reinvestment |
- Director equity is time-based; no options/PSUs or performance metrics for directors disclosed (meeting fees not paid) .
Other Directorships & Interlocks
- Current public company boards: None .
- Tenant/interlock review: Independence analysis flagged tenant relationships for certain other directors; no tenant-related conflicts disclosed for Citrin .
Expertise & Qualifications
- 35+ years of public/private real estate investment; structured complex real estate and financial transactions .
- Executive and legal experience across investment firms and banks; audit committee financial expertise designation by Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jeffrey B. Citrin | 148,180 | <1% | As of 02-28-2025; percent marked as “*” (less than 1%) |
| Ownership Guidelines | 5x base board retainer | — | Directors must hold shares equal to 5× $70,000 within 5 years; all directors with ≥5 years met guidelines (Citrin has 10 years) |
| Hedging/Pledging | Prohibited | — | Anti-hedging policy for directors; anti-pledging policy; no shares pledged by directors |
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Compensation committees; audit financial expert designation; 100% attendance; full alignment policies (anti-hedging/anti-pledging; ownership guidelines met) support investor confidence .
- Compensation alignment: Director pay is modest and primarily equity-based; Citrin’s deferral of all 2024 cash and equity into deferred shares further aligns with long-term shareholder outcomes .
- Conflicts/related-party: No related-party transactions disclosed for Citrin; Audit Committee oversees any related-party approvals per policy . Founder family LP distributions noted but unrelated to Citrin .
- RED FLAGS: None identified specific to Citrin (no hedging/pledging; no tenant interlocks disclosed; strong attendance). Monitoring advisable for evolving roles at external real estate firms should SKT transact with those entities (no such transactions disclosed) .
Additional context: 2024 say-on-pay support at 96.8% indicates shareholder confidence in SKT’s compensation governance overall .