Business Context and Reporting Period
This Form 8-K Current Report was filed by CBL & Associates Properties, Inc. on February 11, 2026. The filing details actions taken by the Compensation Committee regarding executive compensation, including amendments to employment agreements and the approval of the 2026 Annual Incentive Compensation Plan (AIP) and 2026 Long Term Incentive Compensation Program (LTIP).
Key Financial Metrics and Compensation Data
The filing does not report operational financial metrics such as revenue, profit, cash flow, or debt levels. It focuses exclusively on executive compensation structures and target values.
- Stock Price Reference: $36.045 (Average of high/low on NYSE on Feb 11, 2026, used for equity grant calculations).
- 2026 Target Cash Bonus Awards:
- Stephen D. Lebovitz (CEO): $1,517,578
- Benjamin W. Jaenicke (CFO): $654,199
- Michael I. Lebovitz (President): $500,018
- Katie A. Reinsmidt (COO): $483,742
- Jeffery V. Curry (CLO): $359,797
- 2026 Long Term Incentive (LTIP) Target Values:
- Stephen D. Lebovitz: $1,556,500
- Benjamin W. Jaenicke: $1,288,000
- Michael I. Lebovitz, Katie A. Reinsmidt, Jeffery V. Curry: $673,500 each
Material Changes Versus Prior Period
The filing outlines several updates to executive compensation effective February 11, 2026:
- Employment Agreement Amendments: Agreements were restated to update terms, reset base salaries to 2026 levels, and replace fixed dollar severance calculations with references to target bonus amounts under the AIP.
- Base Salary Updates: Salaries were reset to current 2026 levels (e.g., CEO at $719,442). Future changes are discretionary but capped at a 5% decrease during the term.
- Bonus Increase: Target cash bonus levels for the 2026 AIP reflect a 3% increase from the 2025 AIP.
- Severance Structure: Severance for termination without Cause or for Good Reason following a Change in Control is now set at 2x (Base Salary + Target Bonus). Death/Disability severance is 2x Base Salary (1x Base + Target Bonus for the CEO).
- Retirement Vesting Discretion: The Compensation Committee now has full discretion to vest all or a portion of LTIP awards (PSUs and Restricted Stock) in the event of a voluntary retirement.
Guidance, Outlook, and Performance Metrics
While no financial guidance is provided, the filing details the performance metrics tied to executive compensation for the 2026 fiscal year and the 2026-2028 performance cycle.
- 2026 AIP Metrics:
- Financial Goals (42% CEO / 36% Others): Funds From Operations (FFO), Net Operating Income (NOI), and addressing property-level mortgage maturities.
- Operational Goals (28% CEO / 24% Others): Square footage of new/renewal leases, new development/redevelopment openings, and anchor transactions.
- 2026 LTIP Performance Stock Units (PSUs):
- Relative TSR (30% of PSU): Performance vs. FTSE NAREIT All Equity REIT Index (Retail Sector Component). Threshold: 30th Percentile; Target: 50th Percentile; Maximum: 75th Percentile.
- Absolute TSR (70% of PSU): Annualized Company TSR. Threshold: 5.5%; Target: 10%; Maximum: 18% or greater.
- 2023 PSU Vesting: Shares earned from the 2023 performance cycle will vest one year after issuance and are subject to a two-year retention requirement.
Investor Verification Checklist
- Verify the specific base salary amounts for each Named Executive Officer (NEO) as of January 1, 2026, to confirm the 3% bonus increase baseline.
- Review the full text of the Third Amended and Restated Employment Agreements (Exhibit 10.1) for detailed definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the specific FFO and NOI targets for the 2026 fiscal year, as these are not explicitly stated in this summary but are critical for bonus payout.
- Monitor the company's stock performance relative to the FTSE NAREIT Index to assess potential PSU payouts for the 2026-2028 cycle.
- Check future filings for the actual payout of the 2023 PSU awards and the associated retention compliance.