Mary L. Baglivo
About Mary L. Baglivo
Independent Trustee of Urban Edge Properties (UE) since September 1, 2022; age 67. A seasoned marketing and communications executive, she is CEO of the Baglivo Group and previously held CEO roles at global marketing firms and CMO roles in higher education, with extensive board experience in hospitality and retail sectors. Current public boards include Host Hotels & Resorts (HST) and Ollie’s Bargain Outlet (OLLI); prior boards include PVH Corp. and Ruth’s Chris Hospitality Group. Qualifications cited by UE include leadership, marketing expertise, and committee involvement across hospitality and retail industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PVH Corp. | Director | Jun 2007 – Jun 2021 | Member of Corporate Responsibility (CR) committee; actively engaged in transformational growth via acquisitions and omni-channel innovation . |
| Ruth’s Chris Hospitality Group | Director | May 2017 – Jun 2023 | Member of CR committee; board service concluded upon privatization in Jun 2023 . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Host Hotels & Resorts (HST) | Director | Jul 2013 – present | Culture & Compensation; Nominating, Governance & Corporate Responsibility . |
| Ollie’s Bargain Outlet (OLLI) | Director | Nov 2023 – present | Compensation; Nominating & Corporate Governance . |
Board Governance
- Committee memberships: Compensation Committee (member) and Corporate Governance & Nominating Committee (member); not on Audit Committee .
- Chair roles: None; Compensation Committee is chaired by Steven H. Grapstein; Audit Committee chaired by Catherine D. Rice; Corporate Governance & Nominating chaired by Norman K. Jenkins .
- Independence: Board affirms independence under NYSE standards for all trustees other than the CEO; all members of Audit, Compensation, and Corporate Governance & Nominating are independent .
- Attendance and engagement: Board held 6 meetings; Compensation 5; Corporate Governance & Nominating 4 in 2024; each incumbent trustee attended at least 75% of board and committee meetings; all trustees attended the 2024 annual meeting .
- Executive sessions: Independent trustees meet in executive session at each Board and committee meeting; Lead Trustee presides over non-management sessions .
- Lead Independent Trustee: Norman K. Jenkins, elected by independent trustees effective September 1, 2022; role includes coordinating independent trustees and presiding over executive sessions .
Fixed Compensation
| Year | Fees Earned (Cash $) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 95,000 | 119,995 | 214,995 |
- Trustee pay structure: Annual cash retainer $75,000; annual equity grant of Restricted Common Shares, DSUs, or LTIP Units with ~$120,000 grant date fair value, vesting on one-year anniversary; committee member retainers: Audit $12,500, Compensation $10,000, Corporate Governance & Nominating $10,000; committee chair retainers: Audit $25,000, Compensation $20,000, Corporate Governance & Nominating $20,000; Lead Trustee receives $60,000 additional cash retainer .
- 2024 election: Baglivo elected to receive LTIP Units for her 2024 equity award; unvested units outstanding as of Dec 31, 2024: 8,005 .
Performance Compensation
- Non-employee trustee compensation is primarily time-based (one-year vesting) with no disclosed performance metrics tied to director equity grants; annual grants vest on the one-year anniversary .
- Company-wide compensation governance includes policies on executive clawbacks, hedging, and pledging, but no performance-based structures are disclosed for director pay .
Other Directorships & Interlocks
| Company | Interlock/Committee Context | Note |
|---|---|---|
| Host Hotels & Resorts (HST) | Committees: Culture & Compensation; Nominating, Governance & Corporate Responsibility | Hospitality REIT; no UE compensation committee interlocks with executives disclosed . |
| Ollie’s Bargain Outlet (OLLI) | Committees: Compensation; Nominating & Corporate Governance | Retail; no UE compensation committee interlocks with executives disclosed . |
| PVH Corp.; Ruth’s Chris Hospitality Group | Prior directorships; CR committees | Prior board roles; no current interlocks reported . |
- Compensation Committee interlocks: In 2024, UE’s Compensation Committee comprised independent trustees (including Baglivo); none of UE’s executive officers serve on boards or comp committees of other companies with executive officers serving on UE’s Board or Compensation Committee .
Expertise & Qualifications
- Core expertise: Leadership in marketing and communications, prior CEO roles in global marketing firms, higher education CMO roles; corporate responsibility involvement across prior boards .
- Industry exposure: Hospitality (HST, Ruth’s Chris), retail (OLLI, PVH) with committee experience in compensation and governance .
- Board qualification cited: Leadership and marketing experience; deep committee engagement; relevant sector experience .
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares beneficially owned | — (dash in table) |
| Common Shares and Units beneficially owned | 31,625 |
| Ownership % of Common Shares and Units | <1% (starred in table) |
| Unvested Common Shares/LTIP Units/DSUs outstanding (as of 12/31/2024) | 8,005 |
- Stock ownership guidelines: Non-employee trustees must hold at least 3x the annual cash retainer; compliance window is five full calendar years after joining the board; all non-employee trustees currently satisfy the guidelines .
- Hedging/pledging: Trustees and designated personnel are prohibited from hedging and pledging company securities .
Governance Assessment
- Committee impact and independence: Baglivo serves on Compensation and Corporate Governance & Nominating—two oversight-focused committees composed entirely of independent trustees—supporting investor confidence in pay governance and nomination rigor .
- Attendance and engagement: Board and committee meeting cadence (Board 6; Compensation 5; CGN 4) alongside ≥75% attendance and full annual meeting participation indicate adequate engagement; independent executive sessions at each meeting enhance oversight quality .
- Alignment signals: Director equity taken in LTIP Units with one-year vesting and adherence to 3x retainer ownership guidelines demonstrate alignment; unvested 8,005 units outstanding provide continued exposure to shareholder outcomes .
- Conflicts and related-party exposure: UE disclosed no related person transactions in 2024; compensation committee interlock review found no cross-serving executive interlocks—both factors reduce conflict risk .
- Governance protections: Prohibitions on hedging/pledging and an executive clawback policy strengthen alignment and mitigate risk; independent committees and a lead trustee structure further support governance quality .
- Shareholder support: 2025 say-on-pay passed (For: 100,303,660; Against: 15,233,583; Abstain: 40,313), indicating broad investor support for compensation practices overseen by the Compensation Committee on which Baglivo serves .
RED FLAGS
- None identified in 2024 related-party transactions; no disclosed hedging/pledging; committee independence affirmed; say-on-pay support strong—collectively low governance risk signals .