Steven Tanger
About Steven B. Tanger
Steven B. Tanger, age 76, is the Non-Executive Chair of the Board at Tanger Inc. (SKT). He is not an independent director, having served as an executive officer through December 31, 2023; he has served on the Board for 31 years, reflecting deep company-specific and outlet retail expertise . He became Non-Executive Chair on January 1, 2024 after prior service as Executive Chair (2021–2023), CEO (2009–2020), President & COO (1995–2008), and EVP (1986–1994) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tanger Inc. | Non-Executive Chair of the Board | Jan 1, 2024 – present | Presides over Board; paired with Lead Independent Director oversight model |
| Tanger Inc. | Executive Chair of the Board | Jan 1, 2021 – Dec 31, 2023 | Board leadership during post-pandemic repositioning |
| Tanger Inc. | Chief Executive Officer | 2009 – 2020 | Led portfolio development across U.S. and Canada |
| Tanger Inc. | President & Chief Operating Officer | 1995 – 2008 | Oversaw operations across the center network |
| Tanger Inc. | Executive Vice President | 1986 – 1994 | Key operating and growth responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Fresh Market, Inc. | Director | Jun 2012 – Apr 2016 | Public board experience |
| International Council of Shopping Centers (ICSC) | Former Trustee | n/a | Industry leadership |
| Real Estate Roundtable | Member | n/a | Policy and industry advocacy |
| National Association of Real Estate Investment Trusts (NAREIT) | Director & Executive Committee Member (past) | n/a | REIT sector leadership |
| Current public company boards | None | — | OTHER CURRENT PUBLIC COMPANY BOARDS: None |
Board Governance
- Independence: Not independent; the Board formally classifies him as non-independent given recent executive service .
- Leadership structure: Board operates with a Non-Executive Chair (Steven B. Tanger), a CEO (Stephen Yalof), and a Lead Independent Director (Bridget Ryan-Berman) to ensure independent oversight .
- Committee assignments: All standing committees (Audit; Compensation & Human Capital; Nominating & Corporate Governance) are composed entirely of independent directors—he is not a committee member . Committee chairs: Audit (Susan E. Skerritt), Compensation (Thomas J. Reddin), Nominating (Luis A. Ubiñas) .
- Attendance: The Board held six meetings in 2024; all incumbent directors attended 100% of Board and relevant committee meetings during their service .
- Executive sessions: Non-management directors meet in executive session after each quarterly Board meeting; independent directors meet in executive session at least annually .
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited; no shares pledged by directors or NEOs .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee director base cash retainer (increased from $60,000 in 2023) |
| Non-Executive Chair additional cash retainer | $70,000 | Additional retainer for his Chair role; he “did not earn any additional compensation beyond the aforementioned retainer amounts” |
| Total fees earned in cash (2024) | $140,000 | As reported in Director Compensation Table |
| Meeting fees | $0 | No meeting fees; directors reimbursed for expenses; no perquisites |
Performance Compensation
| Equity Award (Director) | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Dividends on Unvested | Total Equity Value |
|---|---|---|---|---|---|---|
| Restricted Common Shares (time-based) | Feb 15, 2024 | 6,535 | $175,007 (at $26.78/sh) | Vested Feb 15, 2025 (1-year) | $5,391 (2024) | $175,007 |
Notes and context:
- Director equity is time-based; 2024 director grants vested on the first anniversary (no performance conditions) .
- 2025 change: Directors may elect time-based LTIP units instead of restricted Common Shares (identical vesting economics), and the Nominating & Governance Chair retainer increased to $20,000; otherwise program unchanged .
- Director ownership guideline: 5x base annual board retainer ($70,000), to be met within five years; all directors with ≥5 years met guidelines as of 12/31/2024 .
Compensation oversight and pay-for-performance context (company-wide):
- The Compensation & Human Capital Committee uses Core FFO/share, Same Center NOI growth, Operating Margin growth, and strategic objectives for executive annual incentives; 2024 outcomes: Core FFO/share $2.13 (between target and max), Same Center NOI +5.1% (between target and max), Operating Margin +2.8 (maximum), Strategic objectives achieved at maximum .
- 2024 say‑on‑pay support: 96.8% of votes cast—supportive of compensation design and responsiveness .
| 2024 Annual Incentive Metrics (NEO Program) | Threshold | Target | Maximum | Actual Result | Outcome |
|---|---|---|---|---|---|
| Core FFO per share | $2.05 | $2.10 | $2.18 | $2.13 | Between Target & Max |
| Same Center NOI (YoY) | 2.5% | 4.1% | 6.1% | 5.1% | Between Target & Max |
| Operating Margin growth | 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 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | The Fresh Market, Inc. (2012–2016) |
| Overlaps with SKT tenants (potential interlocks) | Not disclosed for Mr. Tanger; Board reviewed tenant relationships for other directors and affirmed independence where applicable |
| Non-profit/industry bodies | Former ICSC Trustee; NAREIT Director/Executive Committee (past); Real Estate Roundtable member |
Expertise & Qualifications
- Four decades of outlet retail leadership; helped develop SKT from predecessor to a multi-center portfolio across the U.S. and Canada .
- Deep knowledge of outlet sector operations, real estate capital allocation, and REIT governance; prior public board experience .
- As Non-Executive Chair, provides continuity and sector expertise; Board offsets non-independence via a strong Lead Independent Director role and fully independent committees .
Equity Ownership
| Ownership Element | Amount | Detail |
|---|---|---|
| Common Shares beneficially owned | 1,002,353 | Includes 5,000 indirectly via spouse |
| Operating Partnership (OP) Units exchangeable into Common Shares | 2,879,797 | Held via Tango 7, LLC; he holds all interests and control |
| Beneficial ownership (% of outstanding Common Shares) | 0.9% | As of Feb 28, 2025 |
| Beneficial ownership including exchangeable Units | 3.3% | As of Feb 28, 2025 |
| Excluded trust holdings (beneficial interest but no control) | 1,057,415 Common Shares; 599,996 OP Units | Held in various trusts where he is beneficiary but not trustee; no voting/investment control |
| Shares pledged as collateral | None (policy prohibits pledging) | |
| Hedging | Prohibited for directors; anti-hedging policy in place | |
| Director ownership guideline | 5x base retainer; long-tenured directors met guideline |
Related-party context:
- Non-Company limited partners (mostly descendants of founder, including Steven B. Tanger, spouses/former spouses, children and/or trusts) collectively received $5.0 million of 2024 distributions from the Operating Partnership .
- As of December 31, 2024, Non-Company LPs collectively owned 4,707,958 Class A OP units (exchangeable 1:1 into Common Shares) .
Governance Assessment
Key positives
- Fully independent Audit, Compensation & Human Capital, and Nominating & Corporate Governance Committees mitigate risks of a non-independent Chair .
- Strong independent oversight: active Lead Independent Director with explicit authorities (agenda-setting, evaluations, shareholder outreach) .
- 100% 2024 meeting attendance, signaling engagement .
- Shareholder-aligned policies: anti-hedging/anti-pledging; director ownership guidelines; independent comp consultant; high say-on-pay approval (96.8%) .
Watch items and RED FLAGS
- RED FLAG: Non-independent Chair with long family legacy and meaningful OP unit ownership creates potential perception of influence; Board addresses via Lead Independent Director and fully independent committees .
- RED FLAG: Related-party exposure via family OP unit ownership and $5.0 million in 2024 distributions to Non-Company LPs (founder family) warrants ongoing disclosure and review by Audit Committee for conflicts .
- Concentration risk: Including exchangeable Units, his beneficial exposure is 3.3%—alignment is strong but reinforces governance need for robust independent oversight .
Performance context for investor confidence
- 2024 TSR of 28% with dividend growth (+12%) under Board oversight supports credibility of incentives and governance framework .
- Executive incentive metrics balanced across Core FFO/share, NOI growth, margin expansion, and strategic ESG/traffic goals; all met at or above target in 2024, consistent with pay-for-performance .