Jessica Norman
About Jessica Norman
Jessica K. Norman is Executive Vice President and General Counsel (NEO) at Tanger Inc. (SKT); she commenced employment on September 12, 2023 and was an NEO in 2024 . Her 2024 annual incentive metrics were company-wide Core FFO per share, Same Center NOI, Operating Margin, and strategic objectives; results delivered between target and maximum on FFO and NOI, maximum on Operating Margin, and maximum on strategic, supporting a 134.4% of target cash bonus payout for Norman ($517,344) . As 2024 long-term incentives, she received $700,022 total equity at grant (time-based restricted shares $280,012; performance share plan notional units $420,010) . Education, age, and external biography were not disclosed in the proxy materials reviewed.
Past Roles
Not disclosed in the proxy materials reviewed.
External Roles
Not disclosed in the proxy materials reviewed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $385,000 annual rate; pro-rata paid $117,082 from start date 9/12/2023 | $385,000 |
| Annual Cash Bonus Opportunity (% of Base) | Threshold 75%; Target 100%; Max 150% | Threshold 75%; Target 100%; Max 150% |
| Actual Cash Bonus Paid | — | $517,344; 134.4% of target |
Performance Compensation
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Core FFO per share | $2.05 | $2.10 | $2.18 | $2.13 | Contributed to 134.4% bonus payout |
| % Change in Same Center NOI | 2.5% | 4.1% | 6.1% | 5.1% | Contributed to 134.4% bonus payout |
| Operating Margin | 1.5 | 1.9 | 2.5 | 2.8 | Maximum achievement |
| Strategic Objectives (Growth, Sustainability, Sales/Traffic) | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 | Maximum achievement |
2024 long-term incentives structure:
- Time-based restricted shares and PSP notional units; allocation consistent with peers; dividends paid on unvested restricted common shares .
- 2024 grant details for Norman: Time-based restricted shares 10,456 ($280,012 grant date fair value); PSP notional units target 15,404 (min 5,135; max 25,673) with $420,010 grant date fair value .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 38,558 common shares; <1% of outstanding |
| Stock Ownership Guidelines | NEOs must hold 3x base salary; 5 years to comply; vested/unvested restricted shares count; options do not |
| Pledging/Hedging | Anti-hedging and anti-pledging policies; named executive officers and directors have no pledged shares |
| Dividends/401(k) Perquisites (2024) | Dividends on unvested restricted shares $31,574; 401(k) contribution $13,200 |
Outstanding equity and vesting at year-end 2024:
| Type | Shares/Units | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| Time-based RS (footnote 12) | 17,700 | $604,101 at $34.13/share | 50% on 10/02/2025; 25% on 10/02/2026; 25% on 10/02/2027 |
| Time-based RS (footnote 13) | 2,512 | $85,735 | 50% on 10/02/2025 and 50% on 10/02/2026 |
| Time-based RS (footnote 5) | 10,456 | $356,863 | 33.33% on 2/15/2025, 2/15/2026, 2/15/2027 |
| PSP Notional Units (2023 PSP, footnote 8) | 10,574 potential shares | $360,891 at $34.13/share | Earns based on absolute/relative share price appreciation to 3/13/2026; resulting restricted shares vest 50% on 3/20/2026 and 50% on 3/15/2027 |
| PSP Notional Units (2024 PSP, footnote 9) | 25,673 potential shares | $876,219 at $34.13/share | Earns based on absolute/relative share price appreciation to 12/31/2026; resulting restricted shares vest 50% on 2/15/2027 and 50% on 2/15/2028 |
2024 vesting/exercise activity:
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 1,256 |
| Value realized on vesting ($) | $41,373 |
| Options exercised | None |
Employment Terms
- Plan participation: Covered by Executive Severance Plan adopted March 31, 2021 (not an individual employment contract) .
- Good Reason (non-CEO NEOs): Failure to pay compensation, material diminution in role, material reduction in pay/targets, or relocation >40 miles, subject to notice/cure requirements .
- Cause (non-CEO NEOs): Willful misconduct, dishonesty, fraud, felony, neglect of duties, substance abuse, material policy failures, reputational harm, or breach of restrictive covenants .
- Restrictive covenants: Non-compete and non-solicit for 12 months post-termination; perpetual confidentiality and non-disparagement .
- Insider trading/10b5-1 policy: Cooling-off periods and plan adoption constraints; disclosure of plan trades as required .
Change-of-control and severance economics (estimated at 12/31/2024):
| Scenario | Cash Severance ($) | Share Awards ($) | Continuation of Benefits ($) | Total ($) |
|---|---|---|---|---|
| Without Cause or Good Reason, not within 12 months post-CoC | 902,344 | 1,575,011 | 37,618 | 2,514,973 |
| Without Cause or Good Reason, within 12 months post-CoC | 1,804,688 | 2,324,392 | 75,237 | 4,204,317 |
| Change of Control (no termination) | — | 1,277,694 | — | 1,277,694 |
| Death or Disability | 709,844 | 1,575,011 | — | 2,284,855 |
| For Cause or without Good Reason | — | — | — | — |
Severance plan mechanics:
- Base severance (non-CoC): 1x current base salary plus average annual bonus (last 3 years or shorter tenure), paid over 12 months; 12 months COBRA subsidy; full acceleration of time-based awards; pro-rata PSPs vest based on actual performance at end of period .
- CoC severance (termination within 12 months): 2x base severance; 24 months COBRA subsidy; full acceleration of time-based awards; PSPs accelerate at greater of actual-to-date or target if awards are assumed/substituted .
- 280G treatment: “Best-net” cutback to optimize tax outcome; no golden parachute gross-ups .
Compensation Structure Analysis
- Cash vs equity mix: In 2024, Norman’s pay was split between fixed salary ($385k), cash incentive ($517k at 134.4% of target), and equity grants totaling $700k; equity comprises a substantial share, aligning pay with long-term TSR and share price appreciation .
- Performance weighting: Annual bonus metrics emphasize Core FFO/share, Same Center NOI, Operating Margin, and strategic initiatives; outcomes skewed toward above-target/max achievement, driving a >100% target payout .
- Equity design: Continued shift to time-based RS and PSP units; dividends on unvested RS promote holding; PSP based on absolute and relative share price appreciation over three years tightens alignment to TSR .
- Risk mitigants: Robust share ownership guidelines (3x salary for NEOs), clawback policy, anti-hedging/pledging, and committee oversight reduce compensation-related risk .
Investment Implications
- Alignment: Norman’s substantial unvested time-based RS and PSP units with multi-year vesting (through 2028) create strong retention and TSR alignment; anti-pledging/hedging policies further support shareholder alignment .
- Selling pressure: Near- and medium-term vesting cliffs—10/02/2025 and 2/15/2025/2026/2027 for time-based RS; potential PSP conversions in 2026–2028—could contribute to scheduled supply, although 2024 vesting volume for Norman was modest (1,256 shares; $41,373) .
- Retention risk: Severance protections (1x salary+bonus; 2x in CoC terminations), 12-month non-compete/non-solicit, and accelerated vesting mechanics reduce voluntary departure risk and discourage CoC-related distraction, though CoC packages could act as a neutralizing force during M&A cycles .
- Performance sensitivity: Annual cash payouts are sensitive to Core FFO/share, NOI, margin, and strategic execution; above-target 2024 outcomes produced a 134.4% payout, indicating compensation leverage to operating performance .
Overall, Norman’s incentives are structured for multi-year TSR and operating execution, with limited immediate liquidity events, strong alignment safeguards, and balanced severance/change-of-control protections that mitigate retention risk while preserving performance orientation **[899715_0000899715-25-000096_skt-20250326.htm:54]** **[899715_0000899715-25-000096_skt-20250326.htm:63]** **[899715_0000899715-25-000096_skt-20250326.htm:59]** **[899715_0000899715-25-000096_skt-20250326.htm:58]** **[899715_0000899715-25-000096_skt-20250326.htm:53]**.