InvenTrust Properties Corp 8-K, filed Feb 23, 2021
InvenTrust Properties Corp. (IVT)
8-K
2021-02-23
For: 2021-02-18
View Original
Added on
April 10, 2026
About this 8-K
InvenTrust Properties Corp filed this 8-K on February 23, 2021, reporting on events of February 18, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2021
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
(855 ) 377-0510
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock | N/A | N/A | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Resignation and retirement of Thomas McGuinness
On February 23, 2021, InvenTrust Properties Corp. (the “Company”) announced that Thomas McGuinness resigned as President of the Company effective February 22, 2021. Mr. McGuinness will retain the titles and positions of member of the Board of Directors (the “Board”) and Chief Executive Officer of the Company, and will retire as Chief Executive Officer on August 6, 2021 (the “retirement date”). The Board has nominated Mr. McGuinness for re-election as a member of the Board at the Company’s 2021 Annual Meeting of Shareholders. If re-elected, Mr. McGuinness intends to serve on the Board until his term ends at the 2022 Annual Meeting of Shareholders.
In connection with Mr. McGuinness’ resignation as President and retirement from his position as Chief Executive Officer, on February 18, 2021, the Board and the Compensation Committee of the Board approved, and the Company entered into, a Separation and Consulting Agreement between the Company and Mr. McGuinness (the “Separation Agreement”) reflecting Mr. McGuinness’ resignation and retirement as described above.
Subject to Mr. McGuinness’ continued employment with the Company until the retirement date, (or any earlier date on which Mr. McGuinness’ employment is terminated by the Company without “cause” or due to his death or disability), his timely execution and non-revocation of a general release of claims and his continued compliance with certain terms and conditions of the Separation Agreement, Mr. McGuinness will be entitled to receive the following payments and benefits (i) an amount equal to $611,852 representing a pro-rata portion of Mr. McGuinness’ target annual performance bonus for fiscal year 2021, payable in a lump sum within 30 days following the retirement date, and (ii) continued health insurance coverage under COBRA at the Company’s expense for eighteen (18) months following the retirement date (or until August 31, 2023 in the case of Mr. McGuinness’ spouse).
All unvested time-vesting restricted stock units held by Mr. McGuinness will vest in full as of the date on which he no longer provides services to the Company as an employee, consultant or member of the Board (other than due to a termination by the Company for “cause” or by Mr. McGuinness without “good reason”) and all performance-vesting restricted stock units held by Mr. McGuinness will remain outstanding and eligible to vest based on actual achievement of applicable performance metrics, in accordance with their terms, pro-rated based on the number of days elapsed during the applicable performance period prior to the retirement date.
Provided that Mr. McGuinness remains employed with the Company through the retirement date, Mr. McGuinness will provide consulting services to the Company as may be requested by the Company’s then-current Chief Executive Officer or other executive officers during the period commencing on the retirement date and ending on May 1, 2022. The Separation Agreement provides that Mr. McGuinness will be available to render up to 10 hours of consulting services per week during the consulting period. In exchange for such consulting services, the Company will pay Mr. McGuinness a consulting fee of $50,000 per month. The consulting period may be terminated for any reason by either party on at least 30 days advance written notice; provided, however that if the consulting period is terminated by the Company without “cause” prior to May 1, 2022, then the Company will pay Mr. McGuinness a lump sum cash amount equal to the value of the consulting fee that would otherwise have been payable for any full or partial month of his consulting services between the date of such termination and May 1, 2022. The Company has also agreed to reimburse Mr. McGuinness for any attorneys’ fees incurred by him in connection with the negotiation and drafting of the Separation Agreement.
The Separation Agreement also requires that Mr. McGuinness continue to comply with the restrictive covenants set forth in his letter agreement under the Company’s Executive Severance and Change in Control Plan, provided that Mr. McGuinness’ noncompetition covenant will continue to apply through December 31, 2023 (rather than through the 12-month anniversary of his termination of employment).
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the terms of the Separation Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.
Appointment of Daniel J. Busch
On February 18, 2021, the Board appointed Daniel J. Busch as President of the Company effective February 22, 2021, and as Chief Executive Officer of the Company effective as of August 6, 2021 upon Mr. McGuinness’ retirement.
The Company also announced that Mr. Busch will step down as Chief Financial Officer and Treasurer effective as of August 6, 2021.
Mr. Busch, age 39, is currently the Chief Financial Officer of the Company. Mr. Busch joined InvenTrust in September 2019, providing oversight to our financial and accounting practices, and ensuring the financial viability of the Company’s strategy. Prior to that, Mr. Busch served as Managing Director, Retail at Green Street Advisors, an independent research and advisory
firm for commercial real estate industry in North America and Europe, where he conducted independent research on the shopping center, regional mall, and net lease sectors. Previously, Mr. Busch served as an equity research analyst at Telsey Advisory Group and worked in a corporate capacity at Petco Animal Supplies Inc. He is a member of the Urban Land Institute, contributing as an active member on the Commercial and Retail Development Council. Mr. Busch received a B.S. in Applied Economics and Management from Cornell University and an MBA with specializations in general finance, financial instruments and markets from New York University.
In connection with Mr. Busch’s appointment as President, Mr. Busch’s annual base salary was increased to $525,000, and he will be eligible to participate in the Company’s annual cash bonus program with a target annual bonus equal to 95% of his annual salary. In addition to his ordinary course annual restricted stock unit awards (“RSUs”), in connection with his appointment, Mr. Busch also received a one-time award of RSUs valued at $600,000 under the Company’s 2015 Incentive Award Plan, which will vest in full on December 31, 2021, subject to Mr. Busch’s continued employment through such date.
Mr. Busch has no family relationships with any director or executive officer of the Company. There are no transactions involving Mr. Busch that would be required to be reported under Item 404(a) of Regulation S-K.
Appointment of Christy L. David
On February 18, 2021, the Board appointed Christy L. David as Chief Operating Officer, effective February 22, 2021. Ms. David will also continue to serve in her role as Executive Vice President, General Counsel and Secretary of the Company. Ms. David will step down from her position as Chief Investment Officer effective February 22, 2021.
Ms. David, age 42, has served as InvenTrust’s General Counsel since 2017. She currently serves as our Executive Vice President, Chief Investment Officer, General Counsel, and Corporate Secretary, leading the implementation of the Company’s strategy within its transactional and investment initiatives. Ms. David joined InvenTrust in 2014 as Managing Counsel – Transactions and held that position until November 2016 when she was named Vice President, Deputy General Counsel and Secretary. Ms. David was promoted to InvenTrust’s General Counsel in 2017 and has served in that role since that time. Prior to joining InvenTrust, Ms. David served as Vice President – Associate Counsel at The Inland Group Inc., where she managed, reviewed and drafted legal documents and matters regarding InvenTrust’s acquisitions, dispositions, corporate contracts and spin-offs. Prior to joining the Inland Group, Ms. David served as an Associate Attorney at The Thollander Law Firm and held various positions at David & Associates. Ms. David serves on the Ravinia Associates Board as well as its Nominating Committee. Ms. David received a Juris Doctor from Washington University School of Law and a Bachelor of Business Administration in Finance from Loyola University.
In connection with Ms. David’s appointment as Chief Operating Officer, Ms. David’s annual base salary was increased to $490,000 and she will be eligible to participate in the Company’s annual cash bonus program with a target annual bonus equal to 95% of her annual salary. In addition to her ordinary course annual RSU awards, in connection with her appointment, Ms. David also received a one-time award of RSUs valued at $500,000 under the Company’s 2015 Incentive Award Plan, which will vest in full on December 31, 2021, subject to Ms. David’s continued employment through such date.
Ms. David has no family relationships with any director or executive officer of the Company. There are no transactions involving Ms. David that would be required to be reported under Item 404(a) of Regulation S-K.
Appointment of Michael Phillips
On February 18, 2021, the Board appointed Michael Phillips as Chief Financial Officer and Treasurer effective as of August 6, 2021 upon Mr. Busch’s resignation from such positions on such date. He will step down as Chief Accounting Officer and Controller effective as of August 6, 2021.
Mr. Phillips, age 39, joined the Company in 2009 and has served in various accounting and finance roles, including most recently as Senior Vice President, Chief Accounting Officer and Controller since April 2020, as Vice President, Controller from March 2017 to April 2020, and as Vice President, Controller Property Accounting from January 2016 to March 2017. Prior to his employment with the Company, Mr. Phillips served as Manager of Finance for Pasquinelli Homebuilding. He graduated from The University of Iowa Tippie College of Business with a Bachelor of Business Administration in Finance and received a Master of Science in Real Estate from Roosevelt University. He is a Certified Public Accountant.
Mr. Phillips has no family relationships with any director or executive officer of the Company. There are no transactions involving Mr. Phillips that would be required to be reported under Item 404(a) of Regulation S-K.
______________________________________
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INVENTRUST PROPERTIES CORP. | |||||||||||||||||||||||
| Date: February 23, 2021 | By: | /s/ Christy L. David | |||||||||||||||||||||
| Name: | Christy L. David | ||||||||||||||||||||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | ||||||||||||||||||||||
NEWS RELEASE DATE: February 23, 2021 CONTACT: Dan Lombardo, InvenTrust Properties Corp. 630-570-0605 or dan.lombardo@inventrustproperties.com InvenTrust Properties Corp. Announces CEO Succession Plan and Appointment of Daniel J. Busch to President InvenTrust also announces the appointment of Christy David to Chief Operating Officer & appointment of Mike Phillips to Chief Financial Officer effective August 6, 2021 DOWNERS GROVE, III – February 23, 2021 – InvenTrust Properties Corp. (“InvenTrust” “IVT”, or the “Company”) today announced that Thomas McGuinness, President and Chief Executive Officer, will be retiring from the company and the Board of Directors has unanimously approved a succession plan for InvenTrust’s executive team. Under the Company’s new leadership structure, the Board appointed Daniel (DJ) Busch to the position of President as of February 22, 2021, at which time Mr. McGuinness resigned from the role. InvenTrust also stated that Mr. Busch will succeed Mr. McGuinness as Chief Executive Officer upon his retirement on August 6, 2021. Mr. McGuinness will run for reelection for the InvenTrust Board in May 2021 and if reelected will continue to serve out his term through May 2022. Upon Mr. McGuinness’ retirement, he will assume an advisory role through May 2022. Mr. Busch will continue to serve as Chief Financial Officer and Treasurer until August 6, 2021. “We want to express our deepest appreciation to Tom, who has been an extraordinary leader since the Company’s inception,” said Paula J. Saban, Chairperson of the Board of Directors of InvenTrust. “During his tenure, Tom has guided the company through multiple strategic transactions to ultimately focus our platform into a premier grocery-anchored portfolio in Sun Belt markets. Tom has built an impressive team of professionals at InvenTrust and cultivated a culture grounded in transparency and accountability. The Board is very excited for the future of the Company and we wish Tom the best on his well-deserved retirement.” Ms. Saban added, “DJ is a dynamic and talented executive who brings a breadth of public market knowledge and extensive retail real estate experience to the role of President and CEO. Working closely with the leadership team since joining InvenTrust, DJ has gained a comprehensive understanding of InvenTrust’s portfolio, operating platform, and financials. The Board is impressed with his leadership skills and is confident that as CEO he will continue to drive innovation across the organization as well as position InvenTrust for a final liquidity event at the appropriate time.” Mr. Busch commented, "I am honored by the opportunity to lead InvenTrust and by the confidence exhibited by Tom and the Board of Directors. InvenTrust has built a premier portfolio of assets with a strong and flexible balance sheet. Our resilience over the last year amidst a challenging and unprecedented environment is a testament to our strategy and the strength of our business model. I look forward to taking on this new role and working with the Board and management team to propel InvenTrust to further success and drive shareholder value." The Board of Directors also announced the appointment of Christy David to Chief Operating Officer effective February 22, 2021, and Mike Phillips to Chief Financial Officer and Treasurer effective August 6, 2021.
NEWS RELEASE “I am excited to be partnering with Christy and Mike in their new roles,” said Mr. Busch. “Christy and Mike have been proven leaders at the Company. Their industry knowledge and passion for our business is extraordinary. Their expanded roles will be a natural transition for them and allow them to have a greater impact on the organization.” Commenting on the new COO appointment Ms. David added, "I am grateful for the opportunity to focus on InvenTrust's operations and to further support the execution of the Company's strategic initiatives. I look forward to working collaboratively with the considerable skill sets of the operations team as we pursue the Company’s investment objectives and long-term cash flow growth." “It has been a pleasure to be a part of InvenTrust’s impressive transformation since joining the Company in 2009, “stated Mr. Phillips. I am humbled to be taking on the role of CFO come August. InvenTrust’s capital structure is positioned to support the Company’s future strategic goals as well as providing continued stability during this evolving retail real estate environment. “It has been a privilege to lead InvenTrust and to work alongside the Board of Directors and the talented InvenTrust team,” said Mr. McGuinness. “With a strong foundation in place, I believe now is the right time to transition the CEO role and DJ is the right person to guide InvenTrust forward through the Company’s next stage of our life cycle. DJ is an enthusiastic and engaging leader with a unique perspective on our industry. I am confident in his ability to work with the deep bench of talent we have developed at InvenTrust. I also want to congratulate Mike and Christy on their new appointments. I look forward to working closely with DJ, Mike and Christy in their new roles as we prepare for a seamless transition.” About Daniel J. Busch Mr. Busch serves as Executive Vice President, Chief Financial Officer and Treasurer of InvenTrust since 2019. Mr. Busch joined InvenTrust in September 2019, providing oversight to our financial and accounting practices, and ensuring the financial viability of the Company’s strategy. Prior to that, Mr. Busch served as Managing Director, Retail at Green Street Advisors, an independent research and advisory firm for commercial real estate industry in North America and Europe, where he conducted independent research on the shopping center, regional mall, and net lease sectors. Previously, Mr. Busch served as an equity research analyst at Telsey Advisory Group and worked in a corporate capacity at Petco Animal Supplies Inc. He is a member of the Urban Land Institute, contributing as an active member on the Commercial and Retail Development Council. Mr. Busch received a B.S. in Applied Economics and Management from Cornell University and an MBA with specializations in general finance, financial instruments and markets from New York University. About Christy David Ms. David serves as InvenTrust’s Chief Investment Officer, General Counsel and Corporate Secretary. Ms. David joined InvenTrust in 2014 as Managing Counsel – Transactions and held that position until November 2016 when she was named Vice President, Deputy General Counsel and Secretary. Ms. David was promoted to InvenTrust’s General Counsel in 2017 and has served in that role since that time. Prior to joining InvenTrust, Ms. David served at The Inland Group Inc., where she managed, reviewed and drafted legal documents and matters regarding InvenTrust’s acquisitions, dispositions, corporate contracts and spin-offs. Prior to joining the Inland Group, Ms. David served as an Associate Attorney at The Thollander Law Firm and held various positions at David & Associates. Ms. David serves on the Ravinia Associates
NEWS RELEASE Board as well as its Nominating Committee. Ms. David received a Juris Doctor from Washington University School of Law and a Bachelor of Business Administration in Finance from Loyola University. About Mike Phillips Mr. Phillips serves as Senior Vice President and Chief Accounting Officer of InvenTrust. He has been with InvenTrust since 2009, serving in various senior financial and accounting roles such as Controller, Director for Internal Reporting and Senior Accounting Manager for Financial Reporting. Prior to joining the Company, Mr. Phillips worked at Pasquinelli Homebuilding for five years, serving as Manager of Finance. He graduated from The University of Iowa Tippie College of Business with a Bachelor of Business Administration in Finance and received a Master of Science in Real Estate from Roosevelt University. Mr. Phillips is a licensed certified public accountant in the State of Illinois. About InvenTrust Properties Corp. InvenTrust Properties Corp. (IVT) is a premier multi-tenant retail REIT that owns, leases, redevelops, acquires and manages grocery anchored neighborhood centers, and select power centers that often have a grocery component, in Sun Belt markets with favorable demographics. We seek to continue to execute our strategy to enhance our multi-tenant retail platform by further investing in grocery-anchored centers with essential retail in our current markets, while exhibiting focused and disciplined capital allocation. As of December 31, 2020, the company is an owner and manager of 65 retail properties, representing 10.8 million square feet of retail space. IVT became a self-managed REIT in 2014 and a Global Real Estate Sustainability Benchmark ("GRESB") member in 2018. Forward-Looking Statements Disclaimer Forward-Looking Statements in this presentation, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representation, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, potential adverse effect of the COVID-19 pandemic, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets, market, political and economic volatility experienced by the U.S. economy or real estate industry as a whole, and the regional and local political and economic conditions in the markets in which our properties are located; competitive business market conditions experienced by our retail tenants and shadow anchor retailers, such as challenges competing with e- commerce channels; our ability to execute on our business strategy and enhance stockholder value; and our ability to manage our debt. For further discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see the Risk Factors included in InvenTrust’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the Securities and Exchange Commission. InvenTrust intends that
NEWS RELEASE such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this presentation. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Contacts Dan Lombardo, InvenTrust Properties Corp. 630-570-0605 or dan.lombardo@inventrustproperties.com