CBL Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CBL Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Effective February 7, 2017, the Compensation Committee of the
Board of Directors of CBL Associates Properties, Inc. (herein the
Company or CBL) approved the 2017 Annual Incentive Compensation
Plan (the 2017 AIP) that will be applicable to those individuals
who currently qualify as named executive officers of the Company
to Item 402(a)(3) of Securities and Exchange Commission (SEC)
Regulation S-K, to determine their annual bonus compensation for
performance during the Companys fiscal year 2017.
The 2017 AIP, similar to the Annual Incentive Plans previously
adopted for 2015 and 2016, is designed to reward the named
executive officers for the achievement of two annual quantitative
operational goals and qualitative individual performance
objectives, as assessed by the Compensation Committee. For the
Chief Executive Officer, 70% of the total AIP opportunity will be
based on the quantitative portion and the remaining 30% will be
based on individual performance objectives. For the other named
executive officers, 60% of the total award will be based on the
quantitative portion and the remaining 40% will be based on
individual performance objectives.
The quantitative portion of the 2017 AIP awards will be allocated
between two performance measures, each with a 50% weighting: (1)
Funds From Operations (FFO), as adjusted per diluted share, as
reported in the Companys periodic reports (Forms 10-K and 10-Q)
filed with the SEC (the Periodic Reports) and (2) Same-center Net
Operating Income (NOI) growth, as reported in the Periodic
Reports. The remaining portion of the AIP will be based on
specific individual performance goals under the qualitative
portion.
The target cash bonus award levels set by the Compensation
Committee under the 2017 AIP for each of the Companys named
executives officers are as follows:
Named Executive Officer
Total
2017 Target Cash Bonus
Award
Quantitative Allocation
Qualitative/
Individual Allocation
Stephen D. Lebovitz, President and
Chief Executive Officer
$945,000
70%
30%
Charles B. Lebovitz,
Chairman of the Board
$787,500
60%
40%
Farzana Khaleel, Executive Vice President – Chief
Financial Officer and Treasurer
$315,000
60%
40%
Augustus N. Stephas, Executive Vice President
and Chief Operating Officer
$367,500
60%
40%
Michael I. Lebovitz, Executive Vice President –
Development and Administration
$315,000
60%
40%
Achievement of target>performance for a performance measure
will result in 50% payout of the quantitative portion of the
award based on that performance measure. Performance that meets
threshold>requirements will result in 50% (of target) payout
of the quantitative portion of the award based on that
performance measure and achievement of the maximum>performance
for a performance measure will result in 150% (of target) payout.
Performance achieved between threshold>and maximum level for
either metric>will result in a prorated bonus payout. There
will be no payout for the portion of any award that is based on a
performance measure for which less than the threshold>level of
performance is achieved. The Compensation Committee has the
ability to adjust each metric, if appropriate, to account for
significant unbudgeted transactions or events.
The individual performance goals established by the Compensation
Committee for each named executive officer under the qualitative
portion of the 2017 AIP are outlined below:
Named
Executive Officer
2017 Individual Performance Objectives
Stephen D. Lebovitz
(1) refining, enhancing and executing the Companys
strategic and business plans
(2) effective communications and interactions with the
investment community
(3) regular communication and interaction with the
Board
(4) maintain and enhance key retailer, financial and
other relationships
(5) effective corporate and executive team motivation
and management
Charles B. Lebovitz
(1) effective Board management
(2) maintain and enhance key retailer and other
relationships
(3) broad involvement and stewardship of the Companys
strategic objectives and business performance
(4) support the CEO in implementing organizational
changes
(5) support the CEO in developing and executing the
Companys strategic and business plans
Farzana Khaleel
(1) successful execution of the Companys balance sheet
strategy including maintaining/improving key credit
metrics
(2) effective management and oversight of the Companys
financial services and accounting divisions
(3) maintain and improve key financial and joint
venture partner relationships
(4) improve interactions with the investment community
through earnings calls, presentations and investor
conferences/meetings
(5) general involvement in improving the Companys
overall financial performance, i.e., NOI, FFO,
including oversight of miscellaneous areas
(6) support the CEO in implementing organization
changes as well as developing and executing the
Companys strategic and business plans
Augustus N. Stephas
(1) improvement in overall portfolio operations
including oversight of leasing and management as well
as billings, collection, legal and other internal
operations
(2) successful preparation of Board materials
(including pursuing opportunities for improvement)
(3) expense containment and oversight of general and
administrative costs
(4) support and assist the CEO in implementing
organization changes
(5) support the CEO in developing and executing the
Companys strategic and business plans
Michael I. Lebovitz
(1) supervision of new development and redevelopment
projects (with particular focus on department store
redevelopments) to achieve approved pro forma returns
and scheduled openings
(2) manage and enhance joint venture partner
relationships and greater involvement with financial
institutions and the investment community
(3) effective oversight of the implementation of
technology and organizational initiatives including
supporting the CEO in implementing organizational
changes
(4) effective management and team building for the
Development, Human Resources and Information Technology
divisions of the Company and closer working
relationships with other areas of the Company
(5) support the CEO in developing and executing the
Companys strategic and business plans
The additional terms of the 2017 AIP are substantially identical
to those of the 2016 Annual Incentive Plan for the Companys named
executive officers, as described in the proxy statement for the
Companys 2016 Annual Meeting of Stockholders previously filed
with the SEC. The 2017 AIP is an unfunded arrangement and any
compensation payable thereunder may be evaluated, modified or
revoked at any time in the sole discretion of the Compensation
Committee, which is responsible for administering the plan.
The foregoing summary description of the 2017 AIP is not
complete, and is qualified in its entirety by reference to the
full text of the 2017 AIP, which is filed as an exhibit to this
report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Description
10.5.12
CBL Associates Properties, Inc. Named Executive Officer
Annual Incentive Compensation Plan (AIP) (Fiscal Year
2017)
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About CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL)

CBL & Associates Properties, Inc. (CBL) is a self-managed, self-administered, integrated real estate investment trust (REIT). The Company owns, develops, acquires, leases, manages and operates regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its segments are Malls, Associated Centers, Community Centers and All Other. Its properties are located in over 30 states, and are primarily located in the southeastern and midwestern United States. It conducts its business through CBL & Associates Limited Partnership (the Operating Partnership). It owns two qualified REIT subsidiaries: CBL Holdings I, Inc. and CBL Holdings II, Inc. It owns controlling interests in over 70 Malls, 20 Associated Centers, six Community Centers and eight Office Buildings. It owns non-controlling interests in over 10 Malls, approximately four Associated Centers, over five Community Centers and over five Office Buildings.

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Recent Trading Information

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) closed its last trading session down -0.02 at 10.78 with 923,966 shares trading hands.

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