Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in item 8.01 is incorporated herein by reference.
On May 20, 2016, the Company announced that, if the Merger is consummated (the “
Closing
”), Mr. Andrew Silberfein will resign as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors (including as a member of the Investment Committee). Mr. Silberfein will remain in such positions until the Merger is consummated, and is expected to remain in such positions if the Merger is not consummated. Following the Closing, Mr. Brian Harper, the Company’s current Chief Operating Officer, will serve as Chief Executive Officer of the Company. The parties have agreed that effective as of the Closing, Mr. Harper’s annual base salary will be $600,000 and his annual cash bonus opportunity will be equal to $600,000.
Parent currently anticipates establishing a management equity incentive plan effective shortly after the closing of the Merger for key executives of the Company following the Closing. Under this plan, it is anticipated that Mr. Harper will receive (i) an annual award of units in Parent with a grant date value of $300,000, vesting in equal annual installments over three years, subject to Mr. Harper’s continued employment, and (ii) a grant of incentive units intended to be treated as profits interests for federal income tax purposes with an initial value of $20,000,000, however, distributions in respect of such units necessary to offset the value thereof by $20,000,000 plus a 10% interest rate will be retained by Parent and distributed in accordance with the terms of the relevant entity agreement, with 75% of such units vesting in equal annual installments over five years and 25% vesting upon a change in control of the Company, subject to Mr. Harper’s continued employment. Both equity awards will become fully vested upon a change in control of the Company.
The other terms and conditions of Mr. Harper’s employment and participation under the plan are generally subject to further negotiation and finalization between Mr. Harper and Brookfield Asset Management, Inc. (“
BAM
”).
The following is a brief biographical summary for Mr. Brian Harper:
Brian Harper, 40, has served as the Company’s Chief Operating Officer since April 22, 2015. Prior to serving in such role, he was the Executive Vice President of Leasing and Acquisitions of the Company since January 12, 2012. Mr. Harper previously was the Senior Vice President of Leasing for General Growth Properties, Inc. (“
GGP
”), where he was employed for five years prior to joining the Company. While employed by GGP, he oversaw the leasing efforts of a $2.0 billion multi-state portfolio and was one of the original members of the team that was key to the formation and spin-off of the Company. Prior to joining GGP, he was a Vice President at RED Development and an Associate at Cohen-Esrey Real Estate Services, LLC. Mr. Harper has been involved with ground-up development, asset repositions, distressed real estate and “regular” mall leasing. During these different leasing assignments, Mr. Harper won several awards, including Chain Store Age’s 10 Under 40 in Real Estate. He has served as a panelist for the International Council of Shopping Centers and is an active member of the organization. Overall, Mr. Harper has over 15 years of experience in the retail real estate industry. Mr. Harper is Co-Founder and Chairman of the Breaking Ground Foundation. Mr. Harper holds a Bachelor of Arts degree from
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