Mark J. Langer
About Mark J. Langer
Executive Vice President and Chief Financial Officer of Urban Edge Properties since April 20, 2015; age 58; B.B.A. in Accounting from James Madison University; prior CPA at KPMG (partner, 1998). Company performance under his CFO tenure shows strong recent execution: 2024 TSR was 22% (500 bps above the Dow Jones U.S. Real Estate Strip Center Index), FFO as Adjusted rose 8% to $169.7M ($1.35 per diluted share) versus $153.1M ($1.25) in 2023, same-property NOI increased 5.1%, and leased occupancy reached 96.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity One, Inc. | Chief Financial Officer | Apr 2009 onward (prior to UE) | Senior finance leadership at a public REIT |
| Equity One, Inc. | Chief Administrative Officer | Jan 2008–Jan 2011 | Corporate administration leadership |
| Johnson Capital Management, Inc. | Chief Operating Officer | Jan 2000–Dec 2007 | Operations leadership at investment advisor |
| KPMG LLP | Certified Public Accountant (Partner in 1998) | 1988–2000 | Audit/assurance; elected partner in 1998 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 603,750 | 619,192 | 622,000 |
| Stock Awards ($) | 914,738 | 999,821 | 2,156,062 |
| Non-Equity Incentive ($) | 645,006 | 1,066,341 | 1,008,648 |
| All Other Compensation ($) | 52,750 | 55,000 | 55,000 |
| Total ($) | 2,216,244 | 2,740,354 | 3,841,710 |
| Base Salary Levels | 2024 | 2025 |
|---|---|---|
| Langer Annual Base ($) | 622,000 | 622,000 |
| STI Target (% of Base) | 100% | 100% |
Performance Compensation
Annual STI structure (examples)
| Metric | Weighting (CFO) | Target Range | Notes |
|---|---|---|---|
| FFO as Adjusted per share (2023 STI) | 35% | $1.10–$1.22 | Company reported $1.25 for 2023 vs. $1.35 in 2024 |
| Same Property NOI Growth (2023 STI) | 10% | 0.3%–2.3% | Company 2024 +5.1% vs. 2023 |
| Balance Sheet Management (scaled 1–5) | 25% | 1–5 | Qualitative/quantitative composite |
| Pipeline to Active ($M) | 5% | $40–$80 | Development activation |
| SNO Pipeline ($M) | 5% | $12–$15 | Signed not opened |
| Compensation Committee Evaluation | 20% | 1–5 | Role-specific objectives |
2024 Plan-Based Awards (grants and vesting)
| Grant Date | Instrument | Units/Targets | Vesting | Grant Date FV ($) |
|---|---|---|---|---|
| 02/09/2024 | Matching LTIP Units (from 2023 STI equity election) | 65,460 | 25% annually on Feb 9, 2025–2028; distributions payable even if unvested | 1,066,341 |
| 02/09/2024 | Time-Based LTIP Units | 33,843 | 33 1/3% annually on Feb 9, 2025–2027 | 544,872 |
| 02/09/2024 | Performance-Based LTIP Units (Target) | 29,163 (Threshold 14,581; Max 58,330) | Earned over 3-year metrics; 50% vests at determination, 25% on Feb 9, 2028 & Feb 9, 2029 | 544,860 |
| 2024 STI Cash Opportunity | Threshold $311,000; Target $622,000; Max $1,088,500 | Paid in LTIPs for 2024 by election (see 2025 matching below) | — |
Multi-year LTI programs (earned/vesting)
| Program | Units Earned (Langer) | Vesting |
|---|---|---|
| 2021 LTI (measurement ended Feb 9, 2024) | 22,577 | 50% vested Feb 22, 2024; 25% Feb 10, 2025; 25% Feb 10, 2026 |
| 2022 LTI (measurement ended Feb 10, 2025) | 40,256 | 50% vested Feb 25, 2025; 25% Feb 10, 2026; 25% Feb 10, 2027 |
2025 matching from 2024 STI election
All NEOs elected 100% of 2024 STI in LTIP units; Langer received matching LTIPs of $201,730 and 10,616 units (3-year ratable vest) .
Equity Ownership & Alignment
- Stock ownership guidelines: CFO must hold 3x base salary; all executives currently satisfy the guidelines .
- Hedging and pledging: Executives are prohibited from hedging and pledging company securities; margin use is disallowed .
- Clawback: Dodd-Frank-compliant policy adopted Oct 19, 2023; recovery of excess incentive comp for three years prior to restatement; executives covered .
| Ownership Snapshot | 2024 (as of Mar 4, 2024) | 2025 (as of Mar 10, 2025) |
|---|---|---|
| Common Shares Beneficially Owned | 353,192 (less than 1%) | 259,888 (less than 1%) |
| Common Shares and Units Beneficially Owned (incl. LTIP Units, Common Units) | 787,930 | 827,263 |
Vested vs. unvested inventory detail:
- Unvested LTIP Units by category (as of year-end 2024): 143,508 total comprising 2021 performance earned (11,288), 2022 time-based (9,525), 2023 time-based (23,392), 2023 matching (65,460), 2024 time-based (33,843); vest ratably on listed February dates .
- Outstanding performance-based LTIP Units (unearned potential as of 12/31/2024): 130,381 across 2022, 2023, 2024 programs .
Employment Terms
- Retention agreement (Oct 18, 2019; no fixed term): Change-in-control and severance economics; non-compete and non-solicit for one year post-termination .
- Severance (without cause or good reason): 1.5x base salary + target STI; pro rata bonus; medical benefits (1 year); time-based equity vests; definitions of “Cause” and “Good Reason” specified .
- CIC severance: 2.5x base + target STI; pro rata bonus (greater of target or actual); medical benefits (2 years); time-based equity vests .
- Options (legacy 4/20/2015 grant): vesting acceleration on death/disability; exercisable for one year post-termination (or remaining term) .
- Equity award treatment on CIC: prorated performance determination; earned LTIPs subject to continued service vesting schedule; full vest if terminated without cause/for good reason within 18 months after CIC or if awards do not remain outstanding .
Potential payments (illustrative, assuming event on 12/31/2023):
| Scenario (as of 12/31/2023) | Salary & Bonus Multiple | Salary & Bonus ($) | Health ($) | Equity Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause/Good Reason | 1.5x | 2,932,341 | 42,353 | 1,234,409 | 4,209,103 |
| Change in Control (no termination) | n/a | — | — | 764,221 | 764,221 |
| Termination Following CIC | 2.5x | 4,176,341 | 84,706 | 2,716,369 | 6,977,416 |
Performance & Track Record
- 2024 highlights: TSR 22% (outperformed sector benchmark by 500 bps), FFO as Adjusted up 8% to $169.7M ($1.35/share), same-property NOI +5.1%, occupancy 96.6%; balanced portfolio activity (acquired $243M at 7.2% cap, sold $109M at 5.2% cap) .
- Governance signal: Say-on-pay approval of ~96.1% in 2024 supports pay program design continuity .
- Insider trading controls: Tight quarterly trading bans, preclearance, and prohibition on hedging/pledging reduce risk of unaligned insider transactions .
Compensation Structure Analysis
- Cash vs equity mix: Elevated equity grants in 2024 (stock awards $2.16M) alongside consistent base salary ($622k), indicating higher at-risk, equity-linked pay .
- Shift to LTIPs: One-time 2023 STI election into LTIPs plus matching (and 2024 STI election with 20% match in 2025) increased unvested equity and multi-year vesting, enhancing retention .
- Performance rigor: LTI programs blend absolute/relative TSR, FFO per share growth, and same-property NOI vs peers over three-year periods; payouts capped if absolute TSR negative or Net Debt/EBITDA >8x for specific components .
Risk Indicators & Red Flags
- Pledging/hedging prohibited; margin use prohibited—reduces alignment risk .
- Clawback in place; no restatements requiring recovery during/after 2024 .
- Non-compete/non-solicit for one year post termination mitigates immediate transition risk .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~96.1%; no significant program changes made in response .
Equity Award Vesting Calendar Snapshot (selected items)
- Time-based LTIPs: equal tranches each February (varies by program: 2024 awards on Feb 9, 2025–2027; 2023 awards on Feb 10, 2025–2026) .
- Performance-based LTIPs: earn over 3 years; post-earn vesting 50% at determination; remaining 25% tranches over following two years (program-specific February dates) .
Investment Implications
- High alignment and retention: Elections to take 100% of STI in LTIP units (2023 and 2024) plus matching grants materially increase unvested equity and extend vesting, creating staggered supply dampening insider selling pressure and reinforcing long-term focus .
- Change-in-control economics: 2.5x salary+target bonus, medical benefits, and accelerated vesting of time-based equity indicate substantial protection; however, performance-based awards remain rigorously prorated/conditioned—net effect is balanced retention with pay-for-performance integrity .
- Operational execution backdrop: Multi-year improvement in FFO per share and NOI growth with above-benchmark TSR supports the linkage between incentive metrics and shareholder value creation .