Jeffrey S. Olson
About Jeffrey S. Olson
Chairman and CEO of Urban Edge Properties since December 29, 2014; Trustee since December 19, 2014. Age 57. Education: M.S. in Real Estate (Johns Hopkins University) and B.S. in Accounting (University of Maryland); previously a CPA. Prior roles include CEO and board member at Equity One (2006–2014) and regional president roles at Kimco (2002–2006); joined Vornado in 2014 to work on UE’s separation. Current external roles: advisory board member at Nareit and board member at ICSC. 2024 performance context: TSR +22% (500 bps above the Dow Jones U.S. Real Estate Strip Center Index), FFO as Adjusted rose 8% to $1.35 per share, and same-property NOI up 5.1%; portfolio leased occupancy 96.6%. Say‑on‑pay support in 2024 was ~96.1%.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equity One, Inc. | Chief Executive Officer and Board Member | 2006–2014 | Led public REIT; prior to joining Vornado ahead of UE separation. |
| Vornado Realty Trust | Executive role to work on UE separation | 2014 | Joined VNO to work on separation of UE from Vornado. |
| Kimco Realty Corporation | President, Eastern and Western Regions | 2002–2006 | Senior operating leadership at major strip center REIT. |
External Roles
| Organization | Role | Years |
|---|---|---|
| National Association of Real Estate Investment Trusts (Nareit) | Advisory Board Member | Current |
| International Council of Shopping Centers (ICSC) | Board Member | Current |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,092,308 | 1,100,000 | 1,100,000 |
| STI Target (% of Salary) | — | — | 110% |
| STI Earned ($) | 1,564,933 | 2,333,788 | 2,212,881 |
| STI Earned (% of Salary) | — | — | 201% |
| Stock Awards ($) | 3,939,010 | 4,189,334 | 6,783,242 |
| All Other Compensation ($) | 20,250 | 22,500 | 22,500 |
| Total Compensation ($) | 6,616,501 | 7,645,622 | 10,118,623 |
Additional terms per June 28, 2024 employment agreement: base salary not less than $1,100,000; annual bonus target 110% of base salary; annual equity target at least $4,450,000 (beginning 2025); company-provided car and driver. Term through Sept 1, 2027 with auto one-year renewals.
Pay ratio: CEO total compensation to median employee = 83:1 in 2024.
Performance Compensation
2024 Short‑Term Incentive (STI) – Structure and Outcomes
| Performance measure | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| FFO as Adjusted (per share) | 35% | $1.20 | $1.26 | $1.32 |
| Same Property NOI Growth | 15% | 2.8% | 3.8% | 4.8% |
| Shop Lease Executions ($mm) | 10% | $4.9 | $6.5 | $8.1 |
| Pipeline Deliveries ($mm) | 10% | $6.25 | $7.25 | $8.25 |
| Balance Sheet Management (1–5) | 10% | 1 | 3 | 5 |
| Committee Evaluation (1–5) | 20% | 1 | 3 | 5 |
- 2024 STI earned: $2,212,881 (201% of base). Olson elected to receive 100% in unvested LTIP Units under “Alignment of Interest Awards.”
2024 Long‑Term Incentive (LTI) – Design
| Component | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Absolute TSR (3‑yr) | 25% | 12% (50%) | 21% (100%) | 30%+ (200%) |
| Relative TSR (3‑yr) | 25% | 35th pct (50%) | 55th pct (100%) | 75th pct+ (200%) |
| Relative SP NOI Growth (3‑yr) | 25% | 35th pct (50%) | 55th pct (100%) | 75th pct+ (200%) |
| Relative FFO Growth % (3‑yr) | 25% | 35th pct (50%) | 55th pct (100%) | 75th pct+ (200%) |
Vesting: LTIP Units earned vest 50% at certification post‑period and 25% on each of Feb 9, 2028 and Feb 9, 2029; time‑based LTIPs vest in equal annual installments (Olson over four years starting Feb 9, 2025).
2024 grants to Olson:
- Performance LTIP Units: Target 119,093 units (Max 238,189); grant date fair value $2,224,470.
- Time‑based LTIP Units: 136,586 units; grant date fair value $2,224,470.
- 2023 STI “match” LTIP Units: 143,265 units; grant date fair value $2,333,788.
Prior LTI outcomes:
- 2022 LTI (measurement ended Feb 10, 2025): Olson earned 173,361 units; 50% vested Feb 25, 2025; 25% vests Feb 10, 2026 and 25% vests Feb 10, 2027.
- 2021 LTI (measurement ended Feb 9, 2024): Olson earned 91,300 units; 50% vested Feb 22, 2024; 25% vests Feb 10, 2025; 25% vests Feb 10, 2026.
Clawback policy applies to executives; executives are prohibited from pledging/hedging company stock.
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Common Shares Owned | % of Common Shares | Shares and Units Owned | % of Shares and Units |
|---|---|---|---|---|
| Jeffrey S. Olson | 240,028 | * | 1,568,353 | 1.2% |
Totals outstanding: 125,665,871 Common Shares; 2,638,724 Common Units (ex‑company); 3,727,388 LTIP Units (excludes unearned performance LTIPs).
Executive ownership guidelines: CEO 5x base salary; executives currently satisfy the guidelines. Hedging and pledging prohibited.
Options and Equity Awards
| Type | Detail | Quantity/Value |
|---|---|---|
| Options – exercisable | $28.36 exp 2/24/27 | 97,656 |
| Options – exercisable | $23.52 exp 2/8/26 | 140,056 |
| Options – exercisable | $23.90 exp 2/17/25 | 2,092,137 |
| Time‑based unvested LTIPs | Units not vested | 528,123 |
| Time‑based unvested LTIPs – MV | Valued at $21.50 YE 2024 | $11,354,645 |
| Performance LTIPs (unearned) | Units subject to performance | 547,086 |
| Performance LTIPs – MV | Valued at $21.50 YE 2024 | $11,762,349 |
Notes and schedules:
- Time‑based unvested LTIPs reflect 2021–2024 awards with stated vest dates through 2028/2029.
- Year‑end price used for valuations was $21.50 (12/31/2024).
- 2024 activity: options exercised 233,136 (value realized $522,093); stock/LTIPs vested 173,718 (value realized $3,052,381).
Implication for selling pressure: Significant scheduled vesting through 2029 and periodic option expiries; year‑end 2024 price was below option strikes listed, implying OTM at year‑end and low near‑term exercise pressure absent price appreciation.
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement date/term | Employment agreement dated June 28, 2024; initial term to Sept 1, 2027; auto one‑year renewals unless 90‑day notice. |
| Base and bonus | Base not less than $1,100,000; target bonus 110% of base; company sets structure/performance targets; form can be modified only with Olson’s written consent. |
| Equity | Annual equity grants at target value ≥$4,450,000 (beginning 2025). |
| Perquisites | Company provides car and driver. |
| Severance (no CIC) | Lump‑sum 2x (base + target bonus), pro‑rata bonus (actual, individual goals deemed at target), 3 years medical, full vesting of time‑based equity; subject to release. |
| Severance (CIC) | If termination within three months prior to/in connection with/within two years after CIC: 3x (base + target bonus); pro‑rata bonus is greater of target or actual; time‑based equity vests. |
| Restrictive covenants | One‑year non‑compete and non‑solicitation post‑termination. |
| 280G excise | Cutback to avoid 4999 excise if improves net after‑tax outcome. |
| Cause/Good Reason | Definitions include felony conviction, willful failure to perform, or willful misconduct (Cause); and material reductions/relocation/role and board status changes (Good Reason). |
Potential payments as of 12/31/2024 (illustrative):
| Scenario | Salary+Bonus Multiple | Salary+Bonus ($) | Health ($) | Equity Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | 2x | 6,832,881 | 180,944 | 14,434,842 | 21,448,667 |
| Change in Control (no termination) | n/a | — | — | 5,881,175 | 5,881,175 |
| Termination following CIC | 3x | 9,142,881 | 180,944 | 26,197,191 | 35,521,016 |
| Death | n/a | — | — | 14,434,842 | 14,434,842 |
Equity acceleration terms around CIC, death, disability, and retirement are codified in award agreements (e.g., full vesting of options upon certain terminations; performance LTIPs earned pro‑rata on CIC and subject to post‑CIC vesting or full vesting if terminated within 18 months).
Deferred comp and pension: No deferred compensation program; 401(k) plan only.
Board Governance
- Board service: Olson is Chairman and CEO; Trustee since 2014. All other trustees are independent; independent Lead Trustee (Norman K. Jenkins). All Board committees are composed solely of independent trustees; independent trustees hold regular executive sessions.
- Dual‑role implications: The Board justifies combined Chair/CEO with a Lead Trustee and predominantly independent board to provide “actual and effective independent oversight.”
- Director compensation: Olson does not receive compensation for board service (non‑employee trustee compensation applies to others only).
- Director ownership guidelines: Non‑employee trustees required to hold ≥3x annual cash retainer; all currently meet guidelines.
Peer group and pay alignment:
- TSR peer/benchmark: Dow Jones U.S. Real Estate Strip Centers Index (used for relative TSR and PVP).
- Company identifies FFO as Adjusted (per share) as the most important additional financial metric linking pay and performance.
Performance & Track Record
- 2024 highlights: TSR +22% (500 bps above index), FFO as Adjusted of $1.35 per share (+8% YoY), same‑property NOI +5.1%, leased occupancy 96.6%, $243mm acquisitions at 7.2% cap partially funded by $109mm dispositions at 5.2% cap.
- Pay vs Performance context: Value of $100 initial investment (Company TSR) = $136.71 in 2024; peer group TSR value $115.03; Net income $75.4mm; FFO as Adjusted per share $1.35.
Compensation Structure Analysis
- Mix and at‑risk tilt: CEO compensation is 86% performance‑based/at‑risk; integration of STI and multi‑year LTI tied to TSR, FFO/share growth and SP NOI growth.
- STI election into equity: 2023 and 2024 STI allowed election into LTIP Units with company match (1:1 in 2023; 20% in 2024), which heightens alignment but adds vesting‑driven supply over next 3–5 years.
- No hedging/pledging + clawback: Strong alignment and risk controls.
- Severance/CIC: 2x–3x cash multiples with broad equity acceleration create retention and potential entrenchment dynamics; 280G cutback mitigates gross‑up risk.
- Risk assessment: Compensation Committee views program as not encouraging excessive risk; diversified metrics across short‑ and long‑term horizons.
Equity Ownership & Director Alignment Policies (additional)
- Executive ownership guidelines: CEO 5x salary; compliance affirmed.
- Anti‑hedging/pledging and short‑sale prohibitions.
- Governance practices include declassified board, majority voting with resignation policy, proxy access, and no poison pill.
Investment Implications
- Alignment: Heavy use of performance‑conditioned LTIP Units (TSR, FFO/share, SP NOI) and STI election into equity, plus ownership/anti‑hedging rules, suggest strong pay‑for‑performance alignment and reduced misalignment risk. Monitor vesting events (Feb 9–11 annually) as potential supply overhangs; 2024 YE valuations show significant unvested time‑based (528k) and unearned performance LTIPs (547k).
- Retention vs entrenchment: The 2024 agreement extends term to 2027 with auto‑renewal and provides 2x (or 3x on CIC) cash severance plus equity acceleration on time‑based awards, bolstering retention but raising potential entrenchment optics; 280G cutback is shareholder‑friendly relative to gross‑ups.
- Trading signals: Options outstanding had strikes above YE 2024 price ($21.50), implying low near‑term in‑the‑money exercise pressure; watch for price moves above $23.52–$28.36 levels and Form 4 activity near vesting/certification dates.
- Governance overhang: Combined Chair/CEO mitigated by a Lead Independent Trustee and independent committees; strong 2024 say‑on‑pay support (~96%) reduces governance risk premium.
Note: All data are from UE’s 2025 and 2024 definitive proxy statements and associated tables. See cited sections.