Jeffrey S. Mooallem
About Jeffrey S. Mooallem
Executive Vice President and Chief Operating Officer of Urban Edge Properties; age 55; joined UE in January 2023. He is a licensed attorney in Florida and New York, with a BA from Boston University and a JD from Fordham University School of Law, and over 20 years in operating, developing, acquiring, and leasing large-scale retail properties . 2024 company performance metrics tied to pay included TSR of 22%, FFO as Adjusted of $169.7M ($1.35 per diluted share, +8% YoY), and same-property NOI growth of 5.1% . Executives are prohibited from pledging or hedging company stock and are subject to a clawback policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gazit Horizons, Inc. (subsidiary of G-City Ltd.) | President & CEO | 2017–2023 | Developed and acquired over $1 billion of urban, mixed-use assets |
| Federal Realty Investment Trust | Managing Director | Not disclosed | Senior operating role across retail properties |
| Equity One, Inc. | Regional President | Not disclosed | Regional leadership in retail REIT operations |
| Turnberry Associates (Miami) | Senior Vice President | Not disclosed | Senior role in retail property operations |
External Roles
| Organization | Role | Years |
|---|---|---|
| International Council of Shopping Centers (ICSC) | Member / frequent speaker | Not disclosed |
| Urban Land Institute (ULI) | Member / frequent speaker | Not disclosed |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $625,000 | 2025 base unchanged at $625,000 |
| Target Bonus % (STI) | 100% of base | Formulaic program with defined metrics |
| Actual 2024 STI Award (% of base) | 162% | Paid in unvested LTIP Units per election |
| Actual 2024 STI Paid ($) | $1,016,513 | Each NEO elected 100% equity for 2024 STI |
| Target Long-Term Equity Incentive (annual) | $1,250,000 (contract) | 2024 LTI target used was $1,350,000 |
Note: The proxy’s STI program table shows $1,013,513 for Mooallem’s 2024 STI, while the Summary Compensation Table shows $1,016,513; UE notes executives elected 100% equity for STI via LTIP Units .
Performance Compensation
2024 Short-Term Incentive (STI) Program
| Metric | Weighting | Target Range | Actual (2024) | Vesting/Payout Notes |
|---|---|---|---|---|
| FFO as Adjusted per share | 35% | $1.20 (thr), $1.26 (tgt), $1.32 (max) | $1.35 per share | STI paid per program; executives could elect LTIP Units |
| Same-Property NOI Growth | 15% | 2.8% (thr), 3.8% (tgt), 4.8% (max) | 5.1% | As above |
| Shop Lease Executions (annualized ABR $mm) | 10% | $4.9 (thr), $6.5 (tgt), $8.1 (max) | Not disclosed | — |
| Pipeline Deliveries (annualized gross rent $mm) | 10% | $6.25 (thr), $7.25 (tgt), $8.25 (max) | Not disclosed | — |
| Balance Sheet Management (score 1–5) | 10% | 1 (thr), 3 (tgt), 5 (max) | Not disclosed | — |
| Compensation Committee Evaluation (score 1–5) | 20% | 1 (thr), 3 (tgt), 5 (max) | Not disclosed | — |
Additional STI alignment programs:
- 2023 STI: executives could elect LTIP Units in lieu of cash with a 1:1 matching LTIP grant; LTIPs vest ratably over four years .
- 2024 STI: executives could elect LTIP Units in lieu of cash with a 20% matching LTIP grant; LTIPs vest ratably over three years .
2024 Long-Term Incentive (LTI) Awards
- Structure: Approximately half performance-based LTIP Units and half time-based LTIP Units .
- Performance components (each 25% of performance LTIP grant): Absolute TSR, Relative TSR (peer percentile), Relative SP NOI growth (peer percentile), Relative FFO as Adjusted per share growth (peer percentile) .
- Performance scales (examples):
- Absolute TSR: 12% thr → 50% units; 21% tgt → 100%; 30%+ max → 200% .
- Relative components: 35th percentile thr → 50%; 55th tgt → 100%; 75th+ max → 200% .
- Earned unit distribution limits: If absolute TSR is negative, relative TSR payout capped at 100%; if Net Debt/EBITDA > 8x, FFO Growth % payout capped at 100% .
2024 LTI grant detail (Mooallem):
| Award Type | Units / Value | Vesting |
|---|---|---|
| Performance LTIP Units | Threshold 18,063; Target 36,129; Maximum 72,258; Grant-date FV $674,829 | If earned, 50% vests on determination; 25% on Feb 9, 2028; 25% on Feb 9, 2029 |
| Time-based LTIP Units | 41,925 units; Grant-date FV $674,993 | 33⅓% on Feb 9 of 2025, 2026, 2027 |
Prior-year performance LTI programs (measurement continuing):
- 2023 LTI performance components: Absolute TSR, Relative TSR, Relative SP NOI, FFO Growth %; measurement periods 2023–2025/2026; similar vesting with 50% on determination, 25% in each of the next two years .
- 2022 LTI performance components: Absolute TSR, Relative TSR, Absolute FFO Growth %; measurement periods ended Dec 31, 2024 (FFO) and Feb 10, 2025 (TSR); vesting 50% on determination, 25% on Feb 10, 2026, 25% on Feb 10, 2027 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Common Shares Beneficially Owned | % of Common Shares | Common Shares and Units Beneficially Owned | % of Common Shares and Units |
|---|---|---|---|---|
| Jeffrey S. Mooallem (COO) | — | <1% | 314,138 (LTIP Units) | <1% |
| Shares Outstanding Context | 125,665,871 Common Shares; 2,638,724 Common Units; 3,727,388 LTIP Units | — | — | — |
Ownership policies:
- Executive ownership guidelines: COO must hold equity equal to 3x base salary; compliance currently met .
- Pledging/hedging: Executives prohibited from pledging, hedging, or short sales; insider trading policy in place .
Outstanding Awards and Vesting (12/31/2024)
| Category | Units |
|---|---|
| Unvested time-based LTIP Units | 135,574 |
| Unearned performance-based LTIP Units (open measurement) | 105,280 |
| Stock Options (exercisable/unexercisable) | None |
Vesting schedules:
- 2023 STI matching LTIPs: 4-year ratable vesting beginning Feb 9, 2025 .
- 2024 STI matching LTIPs: 3-year ratable vesting beginning Jan 31, 2025 .
- 2024 time-based LTIPs: Equal installments Feb 9, 2025–2027 .
- 2024 performance LTIPs (if earned): 50% on determination; 25% Feb 9, 2028; 25% Feb 9, 2029 .
Employment Terms
| Term | Detail |
|---|---|
| Effective date | January 9, 2023 |
| Agreement term | Four years and one day from effective date |
| Base salary | Not less than $625,000 |
| Target annual bonus | 100% of base salary |
| Annual equity grant | Target value $1,250,000, 50% time-based LTIPs; 50% performance LTIPs |
| Severance (without cause / for good reason) | 1.5x base + target bonus; pro rata bonus; 1 year medical; time-based LTIPs vest; 2.5x multiples and 2 years medical for CIC-related termination within window |
| Change-in-control mechanics | Double-trigger (Qualifying CIC termination) for enhanced severance; time-based equity vests; bonus greater of target vs actual (pro-rata) |
| Non-compete / Non-solicit | One-year post-termination non-compete and non-solicit |
| 280G excise taxes | Cutback to avoid 4999 excise tax; no tax gross-up |
| Clawback policy | Adopted October 19, 2023 under Dodd-Frank/SEC/Nasdaq rules |
| Hedging/pledging | Prohibited for executives |
Performance & Pay Context
Company Performance Highlights (2024)
- TSR: 22%, +500 bps vs Dow Jones U.S. Real Estate Strip Center Index .
- FFO as Adjusted: $169.7M; $1.35 per diluted share (+8% YoY) .
- Same-property NOI: +5.1%; same-property leased occupancy: 96.6% (+80 bps YoY) .
Revenue and EBITDA (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 396,376,000 | 406,112,000 | 444,465,000 |
| EBITDA ($) | 201,888,000* | 215,953,000* | 241,827,000* |
*Values retrieved from S&P Global.
Compensation Committee Analysis and Governance
- Pay-for-performance emphasis: CEO 86% at-risk; non-CEO NEOs 77% at-risk .
- Independent consultant: Farient Advisors engaged in June 2024; peer group covers retail REITs and similar market caps (includes FRT, BRX, KRG, PECO, TNGR, etc.) .
- Say-on-pay approval: 96.1% in 2024 .
- Executive/board stock ownership guidelines and prohibition of pledging/hedging .
Investment Implications
- Alignment: Strong equity-heavy mix, multi-year vesting, strict anti-pledging/hedging and clawback policy support long-term alignment; COO meets ownership guidelines (3x salary) .
- Retention: Significant unvested LTIPs (time-based and performance-based) and CIC-enhanced severance (2.5x) reduce near-term departure risk; non-compete/non-solicit add retention protection .
- Performance sensitivity: STI and LTI metrics directly link pay to FFO/share, NOI, and TSR with explicit percentile thresholds; leverage caps (Net Debt/EBITDA >8x caps payouts) mitigate risk-taking .
- Trading pressure: No stock options outstanding; STI elections into LTIP Units and multi-year vesting reduce immediate selling pressure; monitor Form 4s at vest dates for tax-withholding sells (data not retrievable due to API authorization error) .
- Governance: High say-on-pay support and independent consultant/peer framework lowers pay inflation risk; no excise tax gross-ups; 280G cutback improves shareholder-friendliness .