Michael Bilerman
About Michael Bilerman
Michael J. Bilerman is Executive Vice President, Chief Financial Officer and Chief Investment Officer of Tanger Inc. He joined Tanger in November 2022 following nearly 25 years in real estate capital markets and leadership, including serving as a Managing Director at Citigroup where he led the global real estate investment research franchise; earlier he held roles at Goldman Sachs in Investment Banking and Equity Research. He is 49 and holds a double major in finance and strategic management from McGill University; industry recognition includes Institutional Investor All America Research Team (15 consecutive years before joining Tanger) and Nareit’s Industry Achievement Award (2020) . Pay-for-performance alignment is anchored to Core FFO/share, Same Center NOI, Operating Margin, and TSR; in 2024, Tanger achieved between target and maximum on Core FFO/share ($2.13 vs $2.10 target), 5.1% Same Center NOI growth (between target and maximum), maximum on Operating Margin, and maximum on strategic objectives, resulting in Bilerman earning 134.4% of target annual bonus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup Inc. | Managing Director; led global real estate investment research franchise and U.S. Real Estate & Lodging team | 2008–2022 | Led coverage of 250+ listed companies globally across real estate and infrastructure; repeated Institutional Investor recognition; elevated franchise stature . |
| Citigroup Inc. | Various leadership roles | 2004–2008 | Leadership roles prior to MD; contributed to franchise development in research and capital markets . |
| Goldman Sachs | Investment Banking and Equity Research | 1998–2004 | Foundational capital markets and research expertise across real estate sectors . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nareit | Industry Achievement Award recipient | 2020 | Recognized for acumen and integrity elevating REIT and public real estate awareness . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $525,000 | CFO base salary increased from $500,000 (2023) to $525,000 (2024) . |
| Target Annual Bonus (% of Salary) | 100% | Threshold 75%; Maximum 150% for CFO . |
| Sign-on/Discretionary Bonus | $1,000,000 (2022) | Paid upon hiring in 2022 . |
| All Other Compensation | $189,900 (2024) | Includes $187,477 dividends on unvested restricted shares and $2,423 401(k) contribution . |
Performance Compensation
Annual Cash Incentive (2024 Outcomes)
| Metric | Threshold | Target | Maximum | Actual Result | Payout Achievement |
|---|---|---|---|---|---|
| Core FFO per share | $2.05 | $2.10 | $2.18 | $2.13 | Between Target and Maximum . |
| Same Center NOI (% change) | 2.5% | 4.1% | 6.1% | 5.1% | Between Target and Maximum . |
| Operating Margin | 1.5 | 1.9 | 2.5 | 2.8 | Maximum . |
| Strategic goals (growth, sustainability, sales & traffic) | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 | Maximum . |
- Weighting design: In 2024, Core FFO/share weighting increased from 25% to 30% and Strategic metric decreased from 30% to 25%; metrics were set off the original 2024 budget with targets for Core FFO and Operating Margin set above 2023 actuals .
- Actual Bonus Paid (2024): $705,469 to Bilerman, equating to 134.4% of target .
Long-Term Incentives (Performance Share Plan – 2024 PSP structure)
| Component | Weight | Performance Target | Payout at Minimum/Target/Max |
|---|---|---|---|
| Relative TSR vs FTSE NAREIT Retail Index | 67% | 55th percentile (Target) | 30th/55th/80th percentile → 20%/60%/100% . |
| Absolute TSR | 33% | 33.1% TSR (Target) | 26.0%/33.1%/40.5% → 20%/60%/100% . |
- Earned PSP units convert into restricted shares after the 3-year period (ending 12/31/2026), vesting 50% on 2/15/2027 and 50% on 2/15/2028, subject to continued service and accelerated in certain termination scenarios .
Equity Awards Granted and Outstanding (Bilerman)
| Award Type | Quantity | Key Terms | Vesting/Cadence | Expiration/Value Snapshot |
|---|---|---|---|---|
| Stock Options | 250,000 | Exercise price $19.37 | 60% on 11/29/2025; 20% on 11/29/2026; 20% on 11/29/2027 | Expires 11/29/2032; granted at hire in Nov 2022 . |
| Time-based RS (Unvested) | 64,533 | Service-based | 50% on 11/29/2025; 50% on 11/29/2026 | $2,202,511 market value at 12/31/2024 ($34.13) . |
| Time-based RS (Unvested) | 22,818 | Service-based | 50% on 3/15/2025; 50% on 3/15/2026 | $778,778 market value at 12/31/2024 . |
| Time-based RS (Unvested) | 23,899 | Service-based | 33.33% on 2/15/2025; 33.33% on 2/15/2026; 33.33% on 2/15/2027 | $815,673 market value at 12/31/2024 . |
| PSP (Unearned Units – 2023 cycle) | 74,504 | Performance-based | If earned, 50% on 3/20/2026 and 50% on 3/15/2027 | $2,542,822 market/payout value assumption at 12/31/2024 . |
| PSP (Unearned Units – 2024 cycle) | 58,680 | Performance-based | If earned, 50% on 2/15/2027 and 50% on 2/15/2028 | $2,002,748 market/payout value assumption at 12/31/2024 . |
- Equity vesting and value notes reflect 12/31/2024 close of $34.13 per share; 2023 and 2024 PSP values shown at maximum for disclosure; actual outcomes depend on performance .
- 2024 Share Awards reported in SCT (grant-date fair value): $1,600,020 .
Realized Equity in 2024
| Activity (2024) | Shares | Value |
|---|---|---|
| Shares Vested | 75,943 | $2,718,447 (based on day-prior close) . |
| Options Exercised | 0 | — . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | 160,544 common shares; <1% of outstanding . |
| Stock Ownership Guidelines | 3× base salary for NEOs; 5-year compliance window from appointment; options do not count; vested/unvested RS count . |
| Pledging/Hedging | No pledging by NEOs/directors; anti-pledging and anti-hedging policies prohibit margining/pledging and hedging transactions . |
| Upcoming Vesting Overhang | 64,533 RS vest 50% on 11/29/2025 and 50% on 11/29/2026; options (250,000 at $19.37) begin vesting 60% on 11/29/2025; shares from PSP cycles vest upon performance certification then time-based schedules . |
| In/Out of the Money Snapshot | 12/31/2024 share price: $34.13 vs option strike $19.37 (context for potential future exercises) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Start/Offer | Offer letter dated 9/14/2022; joined as EVP, CFO & CIO in Nov 2022 . |
| Severance Plan (non-CoC) | 1× (base salary + average bonus over last 3 eligible years), paid monthly over 12 months; up to 12 months COBRA subsidy; full acceleration of time-based equity; pro-rata performance awards vest based on actual results . |
| Severance Plan (within 12 months post-CoC) | 2× the non-CoC severance payment; up to 24 months COBRA subsidy; full acceleration of time-based equity; performance awards accelerated at greater of actual-through-termination or target if assumed/substituted—i.e., double-trigger structure . |
| Death/Disability | Lump sum 0.5× base salary; pro-rata annual bonus; equity acceleration as above . |
| Covenants | 12-month non-compete and non-solicit post-termination; perpetual confidentiality and non-disparagement . |
| 280G Treatment | Best-net cutback (no tax gross-up) . |
| Clawback | NYSE Rule 10D-1 compliant clawback for 3 prior completed fiscal years upon certain restatements; broad recovery discretion . |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance | Equity/Share Awards | Benefits | Total |
|---|---|---|---|---|
| Without Cause / Good Reason (non-CoC) | $1,225,339 | $6,093,050 | — | $7,318,389 . |
| Without Cause / Good Reason (within 12 months post-CoC) | $2,450,677 | $8,527,658 | — | $10,978,335 . |
| Change of Control (equity only) | — | $4,730,696 | — | $4,730,696 . |
| Death or Disability | $967,969 | $6,093,050 | — | $7,061,019 . |
Governance, Say-on-Pay, and Program Design Signals
- Shareholder support: 2024 say-on-pay received 96.8% approval, indicating broad investor support for compensation design .
- Program design: Mix of short-term financial/strategic KPIs and rigorous TSR-based long-term incentives; robust risk controls include ownership guidelines, clawback, anti-hedging/anti-pledging .
Investment Implications
- Pay-for-performance alignment: Bonus metrics (Core FFO/share, Same Center NOI, Operating Margin, strategic execution) directly tied to REIT value drivers; Bilerman’s 2024 bonus at 134.4% of target reflects above-target operational delivery and strong cost discipline, aligning cash outcomes with fundamentals .
- Vesting and potential selling pressure: Significant RS tranches and initial 60% option vest in late 2025; options are well in-the-money versus 12/31/2024 price, creating potential exercise/sale activity windows—monitor Form 4s around 11/29/2025 and subsequent scheduled vests .
- Retention and change-of-control economics: Double-trigger 2× cash and full equity acceleration under CoC-linked termination plus non-compete protections reduce flight risk during strategic events; best-net 280G cutback and no gross-ups are shareholder-friendly .
- Alignment and risk controls: 3× salary ownership guideline (5-year window), no pledging/hedging, and clawback policy support alignment; 2024 say-on-pay of 96.8% indicates low governance friction near term .
- Execution credibility: Deep sell-side leadership background across REITs (coverage of 250+ companies) and industry awards suggest strong capital markets acumen, which is additive for Tanger’s multiyear growth plan and capital allocation decisions .