Stephen Yalof
About Stephen Yalof
President and CEO of Tanger Inc. since January 1, 2021; joined as President & COO in April 2020 and has served on the Board since July 20, 2020. Age 62. Prior roles include CEO of Simon Premium Outlets (2014–2020) and senior real estate leadership at Ralph Lauren and Gap Inc., bringing >22 years of retail/real estate experience; he also serves as a Trustee of ICSC and on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (GWU) . Under his tenure, Tanger delivered a 28% TSR in 2024, increased Core FFO/share to $2.13, grew Same Center NOI, and improved Net Debt/Adjusted EBITDA to 4.8x, while raising the dividend 12% y/y .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Simon Property Group – Simon Premium Outlets | Chief Executive Officer | Sep 2014 – Apr 2020 | Led premium outlet platform, deep tenant/retailer ecosystem experience |
| Ralph Lauren Corporation | SVP, Real Estate | n/d | Senior leadership in global retail real estate |
| The Gap, Inc. | Senior Director, Real Estate | n/d | Retail real estate leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| International Council of Shopping Centers (ICSC) | Trustee | Current |
| HeadCount | Advisory Board | Current |
| GWU Center for Real Estate & Urban Analysis (CREUA) | Advisory Board | Current |
| Other public company boards | None | N/A |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $850,000 | $850,000 | $900,000 |
| Target bonus (% of salary) | 125% (0–187.5% range) | n/d (target increased at end-2023 for 2024) | 150% (0–250% range) |
| Actual annual bonus ($) | $1,420,828 | $1,477,318 | $1,968,750 (145.9% of target) |
| CEO “total direct comp” (salary+bonus+time-based RS+PSP) | n/d | $5,827,345 | $6,618,758 |
Notes: 2024 bonus plan targets/weightings detailed below; 2023 target % not explicitly restated but was increased at end-2023 for 2024 .
Performance Compensation
Annual cash incentive (2024 design, targets, outcomes)
| Metric | Weighting | Threshold | Target | Maximum | Actual result | Payout outcome |
|---|---|---|---|---|---|---|
| Core FFO per share | 30% | $2.05 | $2.10 | $2.18 | $2.13 | Between target and max |
| Same Center NOI (y/y) | n/d | 2.5% | 4.1% | 6.1% | 5.1% | Between target and max |
| Operating Margin growth (ppt) | n/d | 1.5 | 1.9 | 2.5 | 2.8 | Max |
| Strategic goals (growth, sustainability, sales/traffic) | 25% | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 | Max |
• 2024 outcome drove a 145.9% of target cash bonus for Yalof ($1.97M) .
Long-term incentives (equity)
- Mix and design: Time-based RS (approx. 40%) plus 3-year Performance Share Plan (PSP) (approx. 60%) with 67% Relative TSR vs. FTSE NAREIT Retail Index and 33% Absolute TSR hurdles; 2024 PSP minimum/target/max set at 30th/55th/80th percentile (relative) and 26.0%/33.1%/40.5% TSR (absolute). Earned PSP converts to restricted shares that vest 50% on 2/15/2027 and 50% on 2/15/2028 .
- 2024 grants (approved 2/15/2024): 56,012 time-based RS (ratable over 3 years) with $1,500,001 grant date fair value; 2024 PSP notional units target 82,519 (min 27,506; max 137,531) with $2,250,007 grant date fair value .
- PSP performance status: 2021 PSP paid at maximum; 2022 PSP determined at maximum for both absolute and relative TSR; 2024 PSP tracking to ~89% (abs tracking between target/max; relative at max) as of 12/31/2024 (final outcomes pending) .
Stock options
- One inducement option grant: 1,000,000 options (granted 2020), strike $7.15, expiring 4/10/2030; vested 25% annually 2020–2023; exercisable after price hurdle ≥110% of strike . Outstanding/exercisable as of YE 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,840,339 common shares (includes 1,000,000 options exercisable within 60 days); ~1.6% of common shares outstanding . |
| Unvested time-based RS at YE 2024 | 24,067 (vest 2/15/2025); 53,242 (50% 3/15/2025; 50% 3/15/2026); 56,012 (1/3 annually 2/15/2025–2027) . |
| PSP potential shares (YE 2024) | 2022 PSP: 154,110 (max; vested 50% on 2/27/2025 and 50% on 2/15/2026); 2023 PSP: 173,842 (max; vest 50% on 3/20/2026 and 50% on 3/15/2027); 2024 PSP: 137,531 (max; vest 50% on 2/15/2027 and 50% on 2/15/2028) . |
| 2024 vesting realized | 253,982 shares vested; value realized $7,000,740 . |
| Ownership guidelines | CEO required to hold shares worth 6x base salary; 5-year compliance window for NEOs . |
| Hedging/pledging | Hedging prohibited ; pledging prohibited; no pledged shares by officers/directors . |
| Dividends on unvested RS | Dividends paid on unvested RS; 2024 dividends to CEO $240,037 . |
Insider transactions (recent)
| Date (filed) | Trade date | Form 4 detail | Shares | Price | Notes | |---|---|---:|---:|---| | 2024-02-20 | 2024-02-15 | Award (A) of time-based RS | +56,012 | n/a | Annual grant | | 2024-02-20 | 2024-02-15 | Tax withholding (F) on vestings | -62,998 | $26.78 | Sell-to-cover/withholding mechanics | | 2024-02-28 | 2024-02-26 | Tax withholding (F) on vestings | -35,332 | $28.78 | Sell-to-cover/withholding mechanics | | 2025-02-27 | 2025-02-27 | Additional vesting-related transactions | n/d | n/d | Annual vesting window |
Pattern: Reported trades in Feb typically reflect vesting events and tax withholding rather than discretionary open-market sales, consistent with Tanger’s insider trading policy and 10b5-1 plan framework .
Employment Terms
| Term | Summary |
|---|---|
| Agreement term | Effective Apr 10, 2020; amended Dec 31, 2023 to extend through Dec 31, 2026 (to Dec 31, 2027 unless either party gives notice 180 days before 12/31/2026) . |
| Role & pay | CEO and director; base salary not less than $900,000; annual bonus 0–250% of salary (target 150%) . |
| LTI participation | Eligible on basis no less favorable than other senior officers; 2024 LTI grant date fair value ≥$3.75M (40% time-based, 60% performance units) . |
| Severance (no-CIC) | If terminated without Cause or for Good Reason: cash severance equal to 2x (base salary + average bonus of prior three years), paid over 12 months; up to 18 months COBRA subsidy; pro-rata vesting (time-based) and pro-rata survival of PSPs to end of period (settle on actual performance) . |
| CIC treatment | If termination without Cause/for Good Reason within 12 months post-CIC: PSPs vest immediately at target or greater of target vs. actual to date (with equitable performance period adjustment) . |
| Non-compete | During employment and 1 year post-termination; restrictions tailored to outlet/competing retail centers and comparable duties . |
| Tax gross-ups | None; 280G “best-net” cutback applies . |
| Clawback | NYSE Rule 10D-1 compliant clawback adopted Oct 24, 2023 . |
Board Governance (Director Service and Dual-Role Implications)
- Director since July 20, 2020; not independent as sitting CEO; holds no committee memberships .
- Board structure separates Chair (Non-Executive Chair Steven B. Tanger), CEO (Yalof), and Lead Independent Director (Bridget Ryan‑Berman) with strong LID authorities; all committees are fully independent and meet regularly in executive session—mitigating dual-role concerns .
- 2024 attendance: All incumbent directors attended 100% of Board and committee meetings .
- Director compensation: As CEO/director, Yalof receives no director fees .
Performance & Track Record (Company under Yalof)
- 2024 recap: 28% TSR; dividend per share $1.085 (+12% y/y); portfolio occupancy 98%; Same Center NOI up to $333.4M (from $317.2M); average tenant sales $444/ft (+1.8% y/y); Net Debt/Adjusted EBITDA improved to 4.8x (from 5.8x) .
- Balance sheet actions: Expanded unsecured lines of credit to $620M (accordion to $1.2B), extended maturities, reduced pricing; raised equity via ATM/forwards; ended 2024 with $47M cash and $620M revolver capacity .
Company Revenues and EBITDA (Yalof Tenure Window)
| Metric (USD $) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues | $382,868,000* | $414,177,000* | $428,576,000* | $447,549,000* | $507,161,000* |
| EBITDA | $199,661,000* | $218,469,000* | $225,556,000* | $242,010,000* | $285,585,000* |
Values retrieved from S&P Global.*
Compensation Committee & Peer Benchmarking
- Committee: Chaired by Thomas J. Reddin; independent consultant Ferguson Partners engaged to advise; peer data used as frame of reference (no fixed percentile target) .
- 2024 peer set spans retail-focused REITs (e.g., Federal Realty, NNN REIT, Kite Realty, Macerich, Phillips Edison, Acadia, Urban Edge, Four Corners, InvenTrust, Saul Centers, SITE Centers), selected for size, sector relevance, and talent/tenant/investor overlap .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 96.8% in 2024; robust shareholder outreach led by the Lead Independent Director; program features include no option repricing, no tax gross-ups, anti-hedging/pledging, and 6x CEO ownership guideline .
Investment Implications
- Alignment: High at-risk pay (approx. 85% variable for CEO in 2024) and TSR-centric PSP design (67% relative, 33% absolute) tightly link realized pay to shareholder returns, with recent PSPs paying at or near max—supporting momentum but heightening cyclicality of realized comp .
- Retention and incentives: Contract runs through at least 2026 (potentially 2027), 2x cash severance and accelerated equity on CIC-related termination reduce flight risk; 1-year non-compete protects the franchise; large in-the-money 2020 option (strike $7.15) and stacked RS/PSP vesting from 2025–2028 enhance long-term alignment .
- Trading signals: February vesting/withholding cadence (historical Form 4s) likely creates predictable sell-to-cover flows without indicating bearish discretionary selling—neutral to modest technical overhang near vest dates .
- Governance: Separation of Chair/CEO, empowered Lead Independent Director, independent committees, and strong anti-hedging/pledging/clawback frameworks mitigate dual-role risks and agency costs; high Say-on-Pay support underwrites governance stability .
Overall: Yalof’s package is pay-for-performance oriented with concentrated TSR factors and meaningful multi-year equity, while severance/CIC terms are shareholder-moderate (no gross-ups, best-net cutback). Vesting calendars may influence short-term flows, but alignment and governance structures support long-term value creation .