0001104659-21-055982.txt : 20210428 0001104659-21-055982.hdr.sgml : 20210428 20210428072029 ACCESSION NUMBER: 0001104659-21-055982 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20210609 FILED AS OF DATE: 20210428 DATE AS OF CHANGE: 20210428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MACK CALI REALTY CORP CENTRAL INDEX KEY: 0000924901 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 223305147 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13274 FILM NUMBER: 21861330 BUSINESS ADDRESS: STREET 1: HARBORSIDE 3 STREET 2: 210 HUDSON ST., STE. 400 CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: 7325901000 MAIL ADDRESS: STREET 1: HARBORSIDE 3 STREET 2: 210 HUDSON ST., STE. 400 CITY: JERSEY CITY STATE: NJ ZIP: 07311 FORMER COMPANY: FORMER CONFORMED NAME: CALI REALTY CORP /NEW/ DATE OF NAME CHANGE: 19960730 FORMER COMPANY: FORMER CONFORMED NAME: CALI REALTY L P DATE OF NAME CHANGE: 19941025 FORMER COMPANY: FORMER CONFORMED NAME: CALI REALTY CORP DATE OF NAME CHANGE: 19940608 DEF 14A 1 tm2113893-1_def14a.htm DEF 14A tm2113893-1_def14a - none - 13.6875659s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
MACK-CALI REALTY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:

 
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MACK-CALI REALTY CORPORATION
Harborside 3, 210 Hudson Street, Ste. 400
Jersey City, New Jersey 07311
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (referred to as the “Annual Meeting”) of Mack-Cali Realty Corporation, a Maryland corporation (referred to as the “Company,” “we,” “our” or “us”), to be held solely by remote communication, in a virtual-only format, on Wednesday, June 9, 2021 at 12:00 p.m., Eastern Time, for the following purposes:
1.
To elect eight persons to the Board of Directors of the Company (referred to as the “Board of Directors”), each to serve until the next annual meeting of stockholders and until their respective successors are elected and qualify.
2.
To consider and vote upon a proposal to amend and restate the Company’s 2013 Incentive Stock Plan.
3.
To consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers.
4.
To consider and vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021.
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe all of these matters in more detail. We urge you to read this information carefully.
This year, we are pleased to save costs and help protect the environment by using the “Notice and Access” method of delivering proxy materials. Instead of receiving paper copies of our proxy materials, many of you will receive a Notice of Internet Availability of Proxy Materials, which provides an Internet address where you may access electronic copies of the Proxy Statement and our 2020 Annual Report on Form 10-K and vote your shares. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials, including the proxy card.
The Notice of Internet Availability of Proxy Materials and the related proxy materials were first released to stockholders and made available on the Internet on April 28, 2021.
We have again decided to hold the Annual Meeting virtually this year due to the public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our partners, employees, and stockholders. We believe that hosting a virtual meeting in the current environment will enable greater stockholder attendance and participation and improves our ability to communicate more effectively with our stockholders.
Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/cli2021. The webcast will start at 12:00 p.m., Eastern Time, on June 9, 2021. You will need the control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) to vote and submit questions during the meeting. If you are a stockholder and you do not have your control number, you will only be able to listen to the Annual Meeting.
The Board of Directors unanimously recommends a vote: FOR each of the Board of Directors’ eight nominees named in the attached Proxy Statement for election to the Board of Directors, FOR the proposal to amend and restate the Company’s 2013 Incentive Stock Plan, FOR the proposal to adopt, on an advisory
 

 
basis, a resolution approving the compensation of our named executive officers, and FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, and regardless of the number of shares of stock of the Company that you own, it is important that your shares be represented and voted at the virtual Annual Meeting. Therefore, our Board of Directors urges you to vote your shares via the Internet (at www.proxyvote.com) or telephone.
On behalf of the Board of Directors, we thank you for your support and participation.
Sincerely,
Tammy K. Jones
Chair of the Board of Directors
If you have questions or need assistance voting your shares, please contact:
[MISSING IMAGE: lg_innisfree1-4c.jpg]
Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Stockholders may call toll free: (877) 800-5182
Banks and Brokers may call collect: (212) 750-5833
 

 
[MISSING IMAGE: lg_mackcalireg-bw.jpg]
MACK-CALI REALTY CORPORATION
Harborside 3, 210 Hudson Street, Ste. 400
Jersey City, New Jersey 07311
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2021
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (referred to as the “Annual Meeting”) of Mack-Cali Realty Corporation, a Maryland corporation (referred to as the “Company,” “we,” “our” or “us”), will be held solely by remote communication, in a virtual-only format, on Wednesday, June 9, 2021 at 12:00 p.m., Eastern Time, for the following purposes:
1.
To elect eight persons to the Board of Directors of the Company (referred to as the “Board of Directors”), each to serve until the next annual meeting of stockholders and until their respective successors are elected and qualify.
2.
To consider and vote upon a proposal to amend and restate the Company’s 2013 Incentive Stock Plan.
3.
To consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the attached Proxy Statement.
4.
To consider and vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021.
This year, we are pleased to save costs and help protect the environment by using the “Notice and Access” method of delivering proxy materials. Instead of receiving paper copies of our proxy materials, many of you will receive a Notice of Internet Availability of Proxy Materials, which provides an Internet address where you may access electronic copies of the Proxy Statement and our 2020 Annual Report on Form 10-K and vote your shares. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials, including the proxy card.
We have again decided to hold the Annual Meeting virtually this year due to the public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our partners, employees, and stockholders. We believe that hosting a virtual meeting in the current environment will enable greater stockholder attendance and participation and improves our ability to communicate more effectively with our stockholders.
Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/cli2021. The webcast will start at 12:00 p.m., Eastern Time. You will need the control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) to vote and submit questions during the meeting. If you are a stockholder and you do not have your control number, you will only be able to listen to the Annual Meeting.
 

 
The Proxy Statement, which is incorporated herein by reference, includes information relating to these proposals. Additional purposes of the Annual Meeting are to receive reports of officers (without taking action thereon) and to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
All stockholders of record as of the close of business on April 16, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting is required for a quorum. You may vote electronically via the Internet or by telephone. The instructions on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) describe how to use these convenient services. If your shares are held in “street name” with a broker, bank or other nominee, you have a right to direct that nominee on how to vote the shares held in your account. You will need to contact your bank, broker or other nominee for your shares to determine whether you will be able to vote using one of these alternative methods.
The Board of Directors unanimously recommends a vote: FOR each of the Board of Directors’ eight nominees named in the Proxy Statement for election to the Board of Directors, FOR the proposal to amend and restate the Company’s 2013 Incentive Stock Plan, FOR the proposal to adopt, on an advisory basis, a resolution approving the compensation of our named executive officers, and FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021.
THE BOARD OF DIRECTORS APPRECIATES AND ENCOURAGES YOUR PARTICIPATION IN THE VIRTUAL ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. YOU MAY VOTE BY TELEPHONE OR OVER THE INTERNET (AT WWW.PROXYVOTE.COM), OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD IF YOU REQUESTED OR RECEIVED PRINTED PROXY MATERIALS. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY, IF YOU WISH, AND VOTE AT THE VIRTUAL ANNUAL MEETING.
By Order of the Board of Directors,
[MISSING IMAGE: sg_garyrwagner-bw.jpg]
Gary T. Wagner
General Counsel and Secretary
April 28, 2021
Jersey City, New Jersey
If you have questions or need assistance voting your shares, please contact:
[MISSING IMAGE: lg_innisfree1-4c.jpg]
Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Stockholders may call toll free: (877) 800-5182
Banks and Brokers may call collect: (212) 750-5833
 

 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON JUNE 9, 2021.
Our Proxy Statement and 2020 Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”) are available on our website at http://investors.mack-cali.com/sec-filings or www.proxyvote.com. On or about April 28, 2021, we will have sent to certain of our stockholders a Notice of Internet Availability of Proxy Materials, which includes instructions on how to access these materials and vote online. Stockholders who do not receive the Notice of Internet Availability of Proxy Materials will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about April 28, 2021.
 

 
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MACK-CALI REALTY CORPORATION
Harborside 3, 210 Hudson Street, Ste. 400
Jersey City, New Jersey 07311
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 9, 2021
INFORMATION ABOUT THE ANNUAL MEETING
General Information
This Proxy Statement is furnished to stockholders of Mack-Cali Realty Corporation, a Maryland corporation (the “Company”), in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors”) of proxies in the accompanying form for use in voting at the Annual Meeting of Stockholders of the Company to be held solely by remote communication, in a virtual-only format on Wednesday, June 9, 2021 at 12:00 p.m., Eastern Time (the “Annual Meeting”), and any postponement or adjournment thereof.
Our Proxy Statement and 2020 Annual Report are available on our website at http://investors.mack-cali.com/sec-filings or www.proxyvote.com.
Purposes of the Annual Meeting
The purposes of the Annual Meeting are:
1.
To elect eight persons to the Board of Directors, each to serve until the next annual meeting of stockholders and until their respective successors are elected and qualify.
2.
To consider and vote upon a proposal to amend and restate the Company’s 2013 Incentive Stock Plan.
3.
To consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.
4.
To consider and vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2021.
YOUR VOTE IS VERY IMPORTANT. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD OF DIRECTORS’ EIGHT DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT. THE BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND AND RESTATE THE COMPANY’S 2013 INCENTIVE STOCK PLAN, “FOR” THE PROPOSAL TO ADOPT, ON AN ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021. YOU MAY VOTE VIA THE INTERNET (WWW.PROXYVOTE.COM) OR BY TELEPHONE.
Solicitation and Voting Procedures
Solicitation.   The Board of Directors is soliciting proxies for the Annual Meeting from our stockholders, and the Company will bear all attendant costs. These costs will include the expense of preparing materials for the Annual Meeting, mailing costs and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Annual Meeting to beneficial owners of the Company’s common stock, par value $.01 per share (the “Common Stock”). The Company has retained Innisfree M&A Incorporated, 501 Madison Avenue, 20th floor, New York, New
 
1

 
York 10022 (“Innisfree”), to perform various proxy solicitation services in connection with the solicitation of proxies for the Annual Meeting. The Company will pay Innisfree a fee not to exceed $20,000, plus out-of-pocket expenses, for such services. Innisfree expects that approximately 10 of its employees will assist in the solicitation of proxies for the Annual Meeting. We may use several of our regular employees, who will not be separately compensated, to solicit proxies from our stockholders, either personally or via the Internet or by telephone, facsimile, mail or otherwise.
Electronic Availability of Proxy Materials.   To expedite delivery, reduce our costs and decrease the environmental impact of printing and mailing our proxy materials, we used “Notice and Access” in accordance with a Securities and Exchange Commission (“SEC”) rule that permits us to provide these materials to our stockholders over the Internet. On or about April 28, 2021, we sent a Notice of Internet Availability of Proxy Materials to certain of our stockholders containing instructions on how to access our proxy materials online. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review all of the important information contained in the proxy materials online and on how you may submit your proxy via the internet. If you received a Notice of Internet Availability of Proxy Materials and would like to receive a copy of our proxy materials, follow the instructions contained therein to request a paper or email copy on a one-time or ongoing basis.
Householding of Proxy Materials.   We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy materials in the mail, one copy of our 2020 Annual Report to stockholders and this Proxy Statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. This procedure reduces our printing costs, mailing costs and fees. If your household received a single set of proxy materials, but you would prefer to receive a separate copy of this Proxy Statement or our 2020 Annual Report, you may request prompt delivery of a copy of the 2020 Annual Report or Proxy Statement by contacting the Company at (732) 590-1010 or by writing to Gary T. Wagner, General Counsel and Secretary, Mack-Cali Realty Corporation, Harborside 3, 210 Hudson Street, Ste. 400, Jersey City, New Jersey 07311. Other beneficial owners holding shares in street name may be able to initiate householding if their holder of record has chosen to offer such service, by following the instructions provided by the record holder.
Voting.   Stockholders of record may vote their shares of Common Stock in the following manner:

by telephone, by dialing the toll-free telephone number indicated on your proxy card or Notice of Internet Availability of Proxy Materials, within the United States or Canada, and following the instructions; or

through the Internet, at www.proxyvote.com, as indicated on the proxy card or Notice of Internet Availability of Proxy Materials.
Stockholders voting by telephone or the Internet need not return the proxy card.
Revocability of Proxies.   Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is exercised in the same manner in which it was given or by taking any of the following actions:

by delivering to our corporate Secretary (at the address below) a written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;

by marking, signing and delivering a new proxy card relating to the same shares and bearing a later date than the original proxy card;

submitting another proxy via the Internet or by telephone (in which case your latest voting instructions will be followed); or

by attending the virtual Annual Meeting and voting (although attendance at the Annual Meeting, will not, by itself, revoke a proxy, unless you vote at the Annual Meeting).
 
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Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:
Mack-Cali Realty Corporation
Harborside 3, 210 Hudson Street, Ste. 400
Jersey City, New Jersey 07311
Attention: Gary T. Wagner, General Counsel and Secretary
If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. Brokers will not be permitted to exercise discretionary authority if they do not receive a properly executed proxy card or voting instructions. See “Voting of Shares — Street Name Holders.”
Voting in Person at the Virtual Annual Meeting.   Submitting your proxy via the Internet or by telephone or mail will not affect your right to vote should you decide to attend and vote at the Annual Meeting. Stockholders who wish to attend and vote at the virtual Annual Meeting will be required to present verification of ownership of our Common Stock, such as a bank or brokerage firm account statement.
Record Date; Outstanding Shares.   The close of business on Friday, April 16, 2021 has been fixed as the record date (the “Record Date”) for determining the holders of shares of Common Stock entitled to notice of, and to vote at, the Annual Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote for each of the eight nominees for director and one vote on all other matters. There are no cumulative voting rights. As of the Record Date, there were 90,730,601 shares of Common Stock issued and outstanding.
Quorum.   The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum for the transaction of business at the meeting. The inspectors of election will determine the number of shares of Common Stock the holders of which are present, in person or by proxy, at the Annual Meeting, and report to the chair of the meeting, who will determine and announce whether a quorum is present.
Tabulation of Votes.   Stockholder votes will be tabulated by the persons appointed by the Board of Directors to act as inspectors of election for the Annual Meeting.
Voting of Shares — Record Holders.   Shares represented by a properly executed and delivered proxy will be voted at the Annual Meeting and, when instructions have been given by the stockholder, will be voted in accordance with those instructions. If a properly executed and delivered proxy card does not provide instructions, then the shares represented by that proxy will be voted “FOR” the election of each of the Board of Directors’ eight nominees for director named below, “FOR” the proposal to amend and restate the Company’s 2013 Incentive Stock Plan, “FOR” the advisory approval of executive compensation, and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Voting of Shares — Street Name Holders.   If your shares are held in the name of a bank, broker or other nominee, you will receive a voting instruction form and directions from such nominee that you must follow in order to vote your shares. Directing the voting of your shares will not affect your right to vote online during the virtual Annual Meeting if you decide to attend the meeting; however, you must first follow the instructions from your bank, broker or other nominee to vote your shares held in street name at the meeting. Under New York Stock Exchange (“NYSE”) Rules, only the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors, as set forth in Proposal No. 4, is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on Proposal No. 4 on behalf of beneficial owners who have not furnished a properly executed proxy card or delivered voting instructions to their broker at least ten days before the date of the Annual Meeting.
The election of directors, as set forth in Proposal No. 1, the amendment and restatement of the Company’s 2013 Incentive Stock Plan, as set forth in Proposal No. 2, and the advisory vote to approve executive compensation, as set forth in Proposal No. 3, are considered non-discretionary items. This means that brokerage firms that have not received a properly executed voting instruction form from their clients may not vote on behalf of their clients with respect to Proposals Nos. 1, 2, or 3 under any circumstances. These
 
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so called “broker non-votes” will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining a quorum, but will not be included in the total number of votes cast for the election of directors, the amendment and restatement of the Company’s 2013 Incentive Stock Plan, or the advisory vote for approval of executive compensation.
Votes Necessary for Approval of Proposals:
Proposal No. 1: Election of Directors.   A majority of the votes cast by the holders of shares of Common Stock is required for the election of a nominee as a director. Pursuant to our bylaws, a “majority of the votes cast” standard requires that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” such director nominee. Abstentions, failures to vote and broker non-votes are not considered votes cast and, therefore, will have no effect on the outcome of the election of directors.
Proposal No. 2: Amending the Company’s 2013 Incentive Stock Plan.   The affirmative vote of a majority of the votes cast by the holders of shares of our Common Stock is required to approve the amendment and restatement of the Company’s 2013 Incentive Stock Plan. Abstentions will be treated as a vote against this proposal. Broker non-votes are not considered votes cast and, therefore, will have no effect on the outcome of this proposal.
Proposal No. 3: Advisory Vote to Approve Executive Compensation.   The affirmative vote of a majority of the votes cast by the holders of shares of our Common Stock is required for the approval, on an advisory basis, of the compensation of the Company’s named executive officers. Abstentions, failures to vote and broker non-votes are not considered votes cast and, therefore, will have no effect on the outcome of this proposal.
Proposal No. 4: Ratification of the Appointment of Independent Auditors.   The affirmative vote of a majority of the votes cast by the holders of shares of our Common Stock is required for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors. Abstentions and failures to vote are not considered votes cast and, therefore, will have no effect on the outcome of this proposal. Because brokers are entitled to vote on Proposal No. 4 without specific instructions from beneficial owners, there will be no broker non-votes on this matter.
No Appraisal Rights.   Under Maryland law, stockholders will not have appraisal or similar rights in connection with any proposal set forth in this Proxy Statement.
If you have questions or need assistance voting your shares, please contact:
[MISSING IMAGE: lg_innisfree1-4c.jpg]
Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Stockholders may call toll free: (877) 800-5182
Banks and Brokers may call collect: (212) 750-5833
Forward-Looking Statements
Statements made in this Proxy Statement may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company is not able to predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Disclosure
 
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Regarding Forward-Looking Statements” and “Risk Factors” in the 2020 Annual Report, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Unless otherwise indicated, the following table sets forth information as of April 16, 2021 with respect to each person or group who is known by the Company, in reliance on Schedules 13D and 13G reporting beneficial ownership and filed with the SEC, to beneficially own more than 5% of the Company’s outstanding shares of Common Stock. Except as otherwise noted below, all shares of Common Stock are owned beneficially by the individual or group listed with sole voting and/or investment power.
Name of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent of
Class (%)(1)
BlackRock, Inc.(2)
15,654,125 17.3%
The Vanguard Group, Inc.(3)
12,764,221 14.1%
The Mack Group(4)
7,452,969 8.2%
Madison International Realty Holdings, LLC(5)
6,409,183 7.1%
FMR LLC(6)
5,039,510 5.6%
(1)
This percentage was calculated based on 90,730,601 shares of Common Stock issued and outstanding as of April 16, 2021. Unless otherwise noted, the total number of shares outstanding used in calculating this percentage does not include 11,006,104 shares reserved for issuance upon redemption or conversion of outstanding units of limited partnership interest (“Units”) in Mack-Cali Realty, L.P., a Delaware limited partnership (the “Operating Partnership”) through which the Company conducts its real estate activities (including 2,301,300 LTIP Units), or 2,945,224 shares reserved for issuance upon the exercise of stock options granted or reserved for possible grant to certain employees and directors of the Company, except in all cases where such Units or stock options are owned by the reporting person or group.
(2)
Address: 55 East 52nd Street, New York, NY 10022. Share information is furnished in reliance on the Schedule 13G dated January 25, 2021 of BlackRock, Inc. (“BlackRock”) filed with the SEC, which represents holdings as of December 31, 2020. Based upon information included in the Schedule 13G and other Forms 13F filed by BlackRock, the Company believes that such shares are held for investment advisory clients of BlackRock. This number represents (i) 15,452,228 shares beneficially owned by BlackRock for which it has sole voting power and (ii) 15,654,125 shares for which it has sole dispositive power.
(3)
Address: 100 Vanguard Blvd., Malvern, PA, 19355. Share information is furnished in reliance on the Schedule 13G/A dated February 10, 2021 of The Vanguard Group, Inc. (“Vanguard”) filed with the SEC, which represents holdings as of December 31, 2020. Based upon information included in the Schedule 13G/A and other Forms 13F filed by Vanguard, the Company believes that such shares are held for investment advisory clients of Vanguard. This number represents 12,764,221 shares beneficially owned by Vanguard, which includes (i) 273,502 shares for which Vanguard has shared voting power, (ii) 12,421,500 shares for which Vanguard has sole dispositive power, and (iii) 342,721 shares for which Vanguard has shared dispositive power.
(4)
Address: c/o the Mack Real Estate Group, 60 Columbus Cir., 20th Floor, New York, NY 10023. The Mack Group (which is not a legal entity) is composed of, among others, William L. Mack, the former Chairman of the Board of Directors, David S. Mack, a former director of the Company, Fredric Mack, Earle I. Mack, a former director of the Company, and their immediate family members and related trusts. Share information is furnished in reliance on the Schedule 13G/A dated February 16, 2021 of the Mack Group filed with the SEC, which represents holdings as of December 31, 2020. This number represents 7,452,969 shares for which the Mack Group has shared dispositive and voting power, and includes 7,271,838 common Units, redeemable for shares of Common Stock on a one-for-one basis (each such unit being a “Reported Share”). Furthermore, William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 Reported Shares. Earle I. Mack, a member of the Mack Group, is a trustee of the Earle I. Mack Foundation, Inc., a charitable foundation that owns 30,000 Reported Shares. Richard Mack, a member of the Mack Group, is trustee of The Mack 2010 Family Trust II, a trust that owns 330,097 Reported Shares. David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns
 
5

 
225,000 Reported Shares. Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 Reported Shares. Each of William L. Mack, Earle I. Mack, Richard Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 under the Exchange Act, has specifically disclaimed beneficial ownership of any Reported Shares owned by such foundations.
(5)
Address: 410 Park Avenue, 10th Floor, New York, NY 10022. Share information is furnished in reliance on the Schedule 13D dated November 17, 2020 of Madison International Realty Holdings, LLC (“MIRH”), Madison International Realty Partners GP, LLC (the “Madison GP”) and Madison International Realty Partners, LP (“MIRP”). The Schedule 13D was filed pursuant to a joint filing agreement, dated November 17, 2020 by and between MIRELF VI REIT Investments, MIRELF VI REIT, MIRELF VI, Holdings VI, MIR VI, MIRELF VII REIT, MIRELF VII, Holdings VII, MIR VII, MIRP, MIRP GP, MIGAR, MIRH and Ronald M. Dickerman. This number represents 6,409,183 shares beneficially owned by each of MIRH, Madison GP and MIPR, which includes 6,409,183 shares for which each of MIRH, Madison GP and MIPR has shared voting power.
(6)
Address: 245 Summer Street, Boston, MA 02210. Share information is furnished in reliance on the Schedule 13G dated February 8, 2021 of FMR LLC (“FMR”) and Abigail P. Johnson, which represents holdings as of December 31, 2020. This number represents 5,039,510 shares beneficially owned by FMR and Ms. Johnson, including (i) 3,028,894 shares for which FMR has sole voting power, (ii) 5,039,510 shares for which FMR has sole dispositive power, and (iii) 5,039,510 shares for which Ms. Johnson has sole voting and dispositive power.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board of Directors Nominees
The Board of Directors presently consists of the following nine members: Alan R. Batkin, Michael Berman, Frederic Cumenal, MaryAnne Gilmartin, Tammy K. Jones, A. Akiva Katz, Nori Gerardo Lietz, Mahbod Nia and Howard S. Stern. At the Annual Meeting, the terms of all of the current members of the Board of Directors will expire. Mr. Berman and Ms. Gilmartin have each informed the Board of Directors that they have decided not to stand for re-election and will each retire as a director upon the conclusion of their current term at the Annual Meeting.
In April 2021, the Board of Directors, acting upon the unanimous recommendation of its Nominating and Corporate Governance Committee, nominated a full slate of eight candidates for election as directors at the Annual Meeting and resolved, following a recommendation from the Nominating and Corporate Governance Committee, to decrease the size of the Board of Directors, from nine directors to eight directors effective at the commencement of the Annual Meeting. The eight director nominees for election to the Board of Directors at the Annual Meeting are as follows: Alan R. Batkin, Frederic Cumenal, Tammy K. Jones, A. Akiva Katz, Nori Gerardo Lietz, Mahbod Nia, and Howard S. Stern, who are all currently members of the Board of Directors, and Victor B. MacFarlane, who is our new director nominee. All of the foregoing director nominees, other than Mr. Nia, have been determined, by the Board of Directors, to be independent directors within the meaning of such NYSE independence standards in terms of independence from management.
The directors who are elected at the Annual Meeting will serve until the annual meeting of stockholders to be held in 2022 and until such directors’ respective successors are elected and qualify or until any such director’s earlier resignation or removal. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the eight nominees named below. In the event any of the Board of Directors’ nominees is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies will be voted for the remaining nominees named in this Proxy Statement and for any substitute nominee designated by the Board of Directors to fill such vacancy. It is not presently expected that any of the Board of Directors’ nominees named below will be unable or unwilling to serve as a director. If additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in their discretion. In such event, the specific nominees to be voted for will be determined by the proxy holders.
Set forth below are the names, ages, positions and Board committee membership of our director nominees as of the date of this Proxy Statement:
 
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Nominee
Age
Position with
Company
Committee Membership
A
ECO
NCG
ESG
SR
Alan R. Batkin
76 Director C
Frederic Cumenal
61 Director C M
Tammy K. Jones
55 Chair M M M
A. Akiva Katz
43 Director M M C
Nori Gerardo Lietz
64 Director C M
Mahbod Nia
45 Director M M
Howard S. Stern
59 Director M M C
Victor B. MacFarlane
70
Director Nominee
C = Chair; M = Member
A = Audit Committee
ECO = Executive Compensation and Option Committee
NCG = Nominating and Corporate Governance Committee
ESG = Environmental, Social and Governance Committee
SR = Strategic Review Committee
TAMMY K. JONES, Chair of the Board
Age
55
Occupation
Co-Founder & Chief Executive Officer, Basis Investment Group
Experience
Tammy K. Jones is currently the Chair of our Board of Directors and formerly served as Lead Independent Director since June 2020. Ms. Jones also serves as a member of the Environmental, Social and Governance Committee, the Audit Committee and the Strategic Review Committee of the Board of Directors.
Ms. Jones is the Co-Founder & Chief Executive Officer of Basis Investment Group, a multi-strategy commercial real estate investment manager that deploys capital on behalf of some of the largest public pension plans, sovereigns and family offices in the country. She has over 25 years of commercial real estate experience investing and lending across the capital stack and all property types with a focus on multifamily and office.
Prior to joining Basis, Ms. Jones invested in and loaned on CRE assets on behalf of large pension funds and institutional investors including CWCapital (the U.S. debt investment platform owned by Caisse de dépôt, one of the largest pension fund managers in Quebec) from 2004 to 2009, serving as head of CW’s fixed and floating rate Capital Markets Lending Division and closing approximately $6B in transactions and GMACCM (one of the largest CRE lenders, owned by GM) between 1997 and 2004, where Ms. Jones was a Senior Vice President of GMACCM subsidiary (now Berkadia) (GMAC) and part of the leadership team responsible for creating GMAC’s Capital Markets lending division. Prior to her seven years with GMAC, she held various positions on the equity and asset management side of the business at Equitable Real Estate (largest pension fund advisor and investment management firm at the time).
Ms. Jones is currently an Independent Director of Crown Castle International Corp. (NYSE: CCI). In addition, Ms. Jones formerly
 
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served as an Independent Director for Monogram Residential Trust, Inc. (NYSE: MORE), which was acquired by an affiliate of Greystar Growth, an income fund, yielding a premium of 22% over the share price. Ms. Jones Chairs the Real Estate Executive Council, a trade organization dedicated to creating a pipeline of diversity in commercial real estate and is also a member of the Executive Leadership Council.
Ms. Jones was selected as one of Crain’s New York Business’ Notable Black Leaders and Executives of 2021, received the 2020 Cornell Baker Industry Leader Award, received the Council of Urban Professionals (CUP) 2019 Finance Catalyst Award and was recognized as one of The Network Journal’s 25 Most Influential Black Women in Business in 2017. Ms. Jones received a B.A. in Economics from Cornell University and an MBA with a concentration in Real Estate Finance from the J. Mack Robinson College of Business at Georgia State University.
Board Service
Mack-Cali Realty Corporation (June 2020 – Present); Crown Castle International Corp. (November 2020 – Present); Monogram Residential Trust, Inc. (2016 – 2017).
Skills & Qualifications
Ms. Jones’ qualifications to serve as a director include her unique blend of capital markets and commercial real estate expertise, her experience as a CEO of a commercial real estate investment manager and her experience on the board of directors at public REITs.
MAHBOD NIA, Chief Executive Officer and Director
Age
45
Occupation
Chief Executive Officer of Mack-Cali Realty Corporation
Experience
Mahbod Nia serves as the Chief Executive Officer of the Company. Most recently he served as Chief Executive Officer of NorthStar Realty Europe Corp (“NRE”), a NYSE listed REIT focused on European properties from 2015 to 2019. He also served as a member of NRE’s investment committee and board of directors from 2018 to 2019. From 2017 to 2019, Mr. Nia was also a Managing Director at Colony Capital Inc. (formerly Colony NorthStar) and member of the European Steering Committee.
Mr. Nia served as Managing Director, Head of European Investments of NorthStar Asset Management Group (“NSAM”) from 2014 to 2017, where he worked to establish the company’s European investment platform, rapidly growing it to $2.6bn in Assets Under Management across nine countries and five asset classes. This platform was spun-off in 2015 to create NRE, which was sold to AXA Investment Managers — Real Assets in September of 2019, realizing a 16% IRR for stockholders since its inception.
Prior to joining NSAM in 2014, he acted for PanCap Investment Partners, a European real estate investment and advisory firm. From 2007 to 2009, Mr. Nia was a Senior Executive Director at Goldman Sachs. Prior to 2007, he served in various positions at Citigroup Inc. (formerly Salomon Brothers). Mr. Nia has served on our Board of Directors since June 2020 and is a member of the Strategic Review Committee and the Environmental, Social and Governance
 
8

 
Committee.
He received a First Class Honours degree in Economics for Business from the University of Westminster (London, UK) and a Master’s degree in Economics & Finance from the University of Warwick (Warwick, UK).
Board Service
Mack-Cali Realty Corporation (June 2020 – Present); NorthStar Realty Europe Corp (2015 – 2019).
Skills & Qualifications
Mr. Nia’s qualifications to serve as a director and as Chief Executive Officer include his years of experience spanning real estate investment, debt and advisory, his intimate knowledge of the real estate investment management sector, his time as CEO of a publicly traded REIT, and his experience in successfully selling a publicly traded REIT.
ALAN R. BATKIN, Director
Age
76
Occupation
Retired
Experience
Alan R. Batkin served as the Chief Executive Officer and Chairman of the Board of Directors of Converse Associates, Inc., a strategic advisory firm, from 2013 until 2020. From 2007 until 2012, Mr. Batkin served as Vice Chairman of Eton Park Capital Management, L.P., a global multi-disciplinary investment firm. Previously, from 1990 until 2006, Mr. Batkin served as Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies.
Mr. Batkin has extensive public company board experience, as he served as Chairman of the Board of Directors of Pattern Energy Group Inc. from 2013 to 2020, a Board member of Omnicom Group Inc. from 2008 to 2020, and Lead Director of Cantel Medical Corp. since 2004. Mr. Batkin previously served on the Board of Directors of Hasbro, Inc., from 1992 until 2017. He has also served on our Board of Directors since June 2019 and is the Chair of the Audit Committee.
Mr. Batkin received a B.S. from the University of Rochester and an M.B.A. from New York University Graduate School of Business.
Board Service
Mack-Cali Realty Corporation (2019 – Present); Cantel Medical Corp. (2004 – Present); Pattern Energy Group Inc. (2013 – 2020); Omnicom Group Inc. (2008 – 2020); Hasbro, Inc. (1992 – 2017).
Skills & Qualifications
Mr. Batkin’s qualifications to serve as a director include his extensive leadership experience, broad business knowledge, and proven track record of success over nearly twenty-nine years of serving on various boards of directors.
FREDERIC CUMENAL, Director
Age
61
Occupation
Independent Director at Blue Nile, Inc.
Experience
Frederic Cumenal has served on the Board of Directors of Blue Nile, Inc., an online jewelry retailer, since 2017. Previously, Mr. Cumenal
 
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served as the Chief Executive Officer of Tiffany & Co. from 2015 to 2017, as President from 2013 to 2015, and as Executive President with responsibility for sales and global distribution from 2011 to 2013. Prior to his service at Tiffany, Mr. Cumenal served for fifteen years in senior leadership positions in LVMH Group’s wine and spirits businesses, including as President and Chief Executive Officer of Moët & Chandon, S.A. Previously, Mr. Cumenal served as Chief Executive Officer of Domaine Chandon and was Managing Director of Moët Hennessy Europe. Mr. Cumenal also served as Executive Vice President of Marketing, Strategy and Development at Ferruzi Group and was a Brand Manager at Procter & Gamble, France S.A.S.
Mr. Cumenal has significant public company board experience, having previously served on the Board of Directors of Constellation Brands, Inc. from 2016 to 2017. Mr. Cumenal also served on the Board of Directors of Tiffany & Co. from 2013 until 2017. Mr. Cumenal has served on our Board of Directors since June 2019, is the Chair of the Executive Compensation and Option Committee and a member of the Strategic Review Committee.
Mr. Cumenal is a graduate of Institut d’Études Politiques and holds an M.B.A. from Ecole Superieure des Sciences Economiques et Commerciales.
Board Service
Mack-Cali Realty Corporation (2019 – Present); Constellation Brands, Inc. (2016 – 2017); Tiffany & Co. (2013 – 2017).
Skills & Qualifications
Mr. Cumenal’s qualifications to serve as a director include his deep knowledge of international business and brand management along with his operational knowledge and leadership experience stemming from running major companies along with his public company board experience.
A. AKIVA KATZ, Director
Age
43
Occupation
Co-Founder and Managing Partner, Bow Street LLC
Experience
A. Akiva Katz is Co-Founder and a Managing Partner at Bow Street LLC. He also serves as a manager of TransAtlantis Funding LLC. Prior to founding Bow Street, Mr. Katz served as a Managing Director at Brahman Capital Corp. from 2007 to 2011. Mr. Katz has served on our Board of Directors since June 2020, and serves as Chair of the Strategic Review Committee and is a member of each of the Nominating and Corporate Governance Committee and the Executive Compensation and Option Committee.
Mr. Katz received a B.A. in Philosophy and Economics from York University, and an M.B.A. from Harvard Business School.
Board Service
Mack-Cali Realty Corporation (June 2020 – Present).
Skills & Qualifications
Mr. Katz’s qualifications to serve as a director include his extensive knowledge of financial markets, experience investing in real estate and his broad investing experience derived from serving at major investment firms.
 
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NORI GERARDO LIETZ, Director
Age
64
Occupation
Senior Lecturer of Business Administration, Harvard Business School
Experience
Nori Gerardo Lietz is a Senior Lecturer of Business Administration in the Finance and Entrepreneurial Management Units at Harvard Business School where she currently teaches Real Estate Private Equity and Venture Capital Private Equity.
Ms. Gerardo Lietz is the President of Areté Capital, a real estate advisory firm she founded in 2010. From 2007 to 2011, Ms. Gerardo Lietz was a Partner and Chief Strategist for Private Real Estate and a member of the Global Investment Committee at Partners Group Holding AG. Ms. Gerardo Lietz co-founded Pension Consulting Alliance, Inc. in 1988 and served as a Managing Director while developing its real estate investment management and advisory activities until 2007. In 1985, Ms. Gerardo Lietz co-founded Public Storage Institutional, Inc., an institutional money management firm deploying pension capital to acquire real estate assets, where she served as Senior Vice President until 1988. Ms. Gerardo Lietz practiced law in the corporate department of Paul Hastings LLP from 1982 to 1985.
Ms. Gerardo Lietz has served on our Board of Directors since June 2019 and serves as the Chair of the Nominating and Corporate Governance Committee and a member of the Environmental, Social and Governance Committee. Ms. Gerardo Lietz is a former member of the Pension Real Estate Association Board of Directors and the Real Estate Research Institute Board of Directors. Ms. Gerardo Lietz currently serves as a Director of Jaguar Capital S.A.S. Ms. Gerardo Lietz also serves on the Board of USA Water Polo, Inc., the national governing body of the sport of water polo.
Ms. Gerardo Lietz received an A.B. with honors from Stanford University in 1979 and a J.D. from the UCLA School of Law in 1982, where she was Chief Comment Editor of the UCLA Law Review.
Board Service
Mack-Cali Realty Corporation (2019 – Present).
Skills & Qualifications
Ms. Gerardo Lietz’s qualifications to serve as a director include her three decades of experience operating real estate practices with institutional investors and her intimate knowledge of the real estate investment management sector.
HOWARD S. STERN, Director
Age
59
Occupation
Founder and Principal, Stern & Associates, LLC
Experience
Howard S. Stern is the Founder and Principal of Stern & Associates, LLC, a full-service real estate advisory and consulting firm, which he founded in 2014. In addition to his real estate advisory practice, Mr. Stern is Principal and Co-Founder of DSHS Student Housing Investment Group, a real estate vehicle that focuses only on student housing. From 2010 to January 2014, Mr. Stern served as President and Director of Hudson Pacific Properties Inc. (“Hudson Pacific”), a California-based office REIT. In 2006, Mr. Stern co-founded Hudson
 
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Capital, the predecessor company of Hudson Pacific, and in 2010, Hudson Capital went public and upon going public was renamed and formed Hudson Pacific. From 2000 to 2006, Mr. Stern served as Chief Investment Officer of Arden Realty, Inc. (“Arden Realty”), a twenty million square foot Southern California REIT that was sold to GE Capital in 2006. In this role, Mr. Stern was responsible for all facets of Arden Realty’s acquisition, disposition and structured finance activities. From 1996 to 1999, Mr. Stern served as Vice President of the Archon Group, a subsidiary of Goldman, Sachs & Co., where he was responsible for leading all western region mezzanine financing and real estate asset management activities. From 1991 to 1995, he served as Vice President and Manager of First Federal Republic Bank and from 1987 to 1991, he served as Senior Asset Manager and Asset Manager for Unity Savings and Gibraltar Savings. Mr. Stern has served on our Board of Directors since June 2020, is Chair of the Environmental, Social and Governance Committee and is a member of each of the Audit Committee and the Nominating and Corporate Governance Committee.
Mr. Stern holds a B.A. in Political Economy from the University of California, Berkeley and an M.B.A. from the University of Southern California.
Board Service
Mack-Cali Realty Corporation (June 2020 – Present); Hudson Pacific Properties Inc. (2010 – 2014).
Skills & Qualifications
Mr. Stern’s qualifications to serve as a director include his experience in the real estate advisory business, his extensive knowledge of the commercial aspects of the REIT sector and his entrepreneurial experience with the real estate industry.
VICTOR B. MACFARLANE, Director Nominee
Age
70
Occupation
Chairman and Chief Executive Officer of MacFarlane Partners
Experience
Victor B. MacFarlane is Chairman and Chief Executive Officer of MacFarlane Partners, a real estate investment management and development firm he founded in 1987 that acquires, develops and manages properties on behalf of institutional investors and its own account. He has primary responsibility for the firm’s investment management and development activities, chairs its investment committee and serves on its senior management committee.
Mr. MacFarlane has more than 40 years of real estate experience, during which he has worked extensively in property development, acquisitions, asset management and portfolio management on behalf of some of the world’s largest pension plans and institutions. Under his leadership, MacFarlane Partners pioneered the urban investment concept among institutional real estate managers in the 1990s and today is an industry leader in urban/smart-growth development. Through its urban real estate program, the firm has invested in $13 billion in properties totaling eight million square feet of commercial space and 15,000 multifamily housing units in major markets nationwide.
Mr. MacFarlane began his real estate career in 1979 with Aetna Life &
 
12

 
Casualty Company, where he helped acquire and manage more than $1 billion in real estate assets. He later developed and managed, for his own account, an award-winning apartment community in Denver.
In 1996, Mr. MacFarlane sold the $2 billion core separate-account investment management business of MacFarlane Partners to GE Capital and then served for three years as Chief Executive Officer of GE Capital Investment Advisors. During that period, he also spearheaded initiatives in Asia, Mexico and Eastern Europe for GE Capital Real Estate, an affiliate with $20 billion in real estate assets worldwide.
At the end of his contractual commitment in April 1999, Mr. McFarlane resigned from GE Capital and began rebuilding MacFarlane Partners as an investment manager focusing on urban properties and other high-yielding investments that, at its peak, managed $20 billion in real estate assets, and as entrepreneurial firm that invested in properties promoting smart growth, urban revitalization and sustainability. The firm in recent years has refocused itself as a real estate operating and development company, while maintaining its urban investment management business.
Mr. MacFarlane is a past recipient of a Distinguished Business Leadership Award from the USC School of Architecture; a Lifetime Achievement Award and the 2008 Executive of the Year Award from the Greater Los Angeles African American Chamber of Commerce; the National Inner City Economic Leadership Award from the Initiative for a Competitive Inner City; the Trailblazer Achievement Award from the Global Diversity Summit, and a Distinguished Alumni Award from the Joseph M. Katz Graduate School of Business at the University of Pittsburgh. He also holds an honorary doctor of law degree from the University of the District of Columbia.
Mr. MacFarlane serves on the boards of directors of Site Centers Corp., Overland Tandberg and the Real Estate Executive Council; the advisory board of the Robert Toigo Foundation; and the board of advisors for the UCLA School of Law. He also is a member and former director of the Pension Real Estate Association; a member and former trustee of the Urban Land Institute; and a member of the Association of Foreign Investors in Real Estate, the International Council of Shopping Centers, and the World Presidents Organization.
Mr. MacFarlane received a B.A. in University Studies from the University of New Mexico, a J.D. from the UCLA School of Law and an M.B.A. from the University of Pittsburgh.
Board Service
Site Centers Corp. (2002 – Present).
Skills & Qualifications
Mr. MacFarlane will bring to our Board of Directors three decades of experience as a chief executive officer of a real estate investment and advisory firm and over 40 years of experience in the areas of real estate investment, corporate finance, portfolio management and risk management. His extensive managerial experience as well as his knowledge of the real estate and private capital industries will provide our Board of Directors with an expansive view on issues impacting the Company and our corporate strategy.
 
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Vote Required and Board of Directors’ Recommendation
According to the Company’s bylaws, each director nominee in an uncontested election of directors must be elected by a majority of the votes cast (in other words, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” that nominee). Abstentions, failures to vote and broker non-votes are not considered votes cast and will have no effect on the outcome of the director elections. Under the Company’s bylaws and Corporate Governance Principles, if a director does not receive the requisite majority vote in an uncontested election, he or she will be required to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors. See “Policies Relating to the Election of Directors” below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE.
 
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DIRECTORS AND EXECUTIVE OFFICERS
Beneficial Ownership
Set forth below is certain information as of April 16, 2021, including information with respect to the beneficial ownership of the Common Stock, for (i) the members of the Board of Directors, (ii) our director nominees for election at the Annual Meeting, (iii) the executive officers of the Company and (iv) the directors and executive officers of the Company as a group:
Name and Position
Age
First
Elected
Term
Expires
Number of
Shares(1)(2)
Percent of
Shares
Outstanding
(%)(3)
Percent of
Shares
Outstanding
(calculated on
a fully diluted
basis)
(%)(4)
Tammy K. Jones,
Chair of the Board
55 2020 2021 5,886 * *
MaryAnne Gilmartin
57 2019 2021 182,650(5)
*
*
Mahbod Nia,
Chief Executive Officer and Director
45 2020 2021 5,886(6)
*
*
Marshall B. Tycher,
Chairman of Roseland
66 672,630(7)
*
*
David J. Smetana,
Chief Financial Officer
49 125,253(8)
*
*
Giovanni M. DeBari,
Chief Accounting Officer
49 38,111(9) * *
Gary T. Wagner,
General Counsel
60 149,086(10)
*
*
Ricardo Cardoso,
Executive Vice President and Chief Investment Officer
48 505,656(11)
*
*
Alan R. Batkin, Director
76 2019 2021 12,155
*
*
Michael Berman, Director
63 2020 2021 5,886
*
*
Frederic Cumenal, Director
61 2019 2021 10,155
*
*
A. Akiva Katz, Director
43 2020 2021 3,553,934(12) 3.9% 3.4%
Nori Gerardo Lietz, Director
64 2019 2021 10,155
*
*
Howard S. Stern, Director
59 2020 2021 5,886
*
*
Victor B. MacFarlane, Director Nominee
70 * *
*
All directors, executive officers
and nominees as a group (15 individuals)
5,283,329(13) 5.7% 5.1%
*
Beneficial Ownership of less than 1.0% is omitted.
(1)
The limited partners of the Operating Partnership share with the Company, as general partner, in the net income or loss and any distributions of the Operating Partnership. Pursuant to the partnership agreement of the Operating Partnership, common units of limited partnership interest in the Operating Partnership (the “Common Units”) are redeemable into shares of Common Stock on a one-for-one basis. Outstanding Class B 2016 LTIP Units, Class D 2017 LTIP Units, Class E 2018 LTIP Units, Class F 2018 LTIP Units, Class G 2019 LTIP Units, Class H 2019 LTIP Units, Class I 2020 LTIP Units and Class J 2021-2022 LTIP Units (collectively, “LTIP Units”) of the Operating Partnership are convertible into Common Units on a one-for-one basis upon vesting. Class AO LTIP Units are convertible into Common Units based on the appreciation in value of the Common Stock from the grant date through the conversion date, but is assumed to be on a one-for-one basis in the table above. See “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements”.
(2)
Except as otherwise noted below, all shares of Common Stock, Common Units, LTIP Units (as converted into Common Units), vested options, Phantom Stock Units and all restricted Common Stock are owned beneficially by the individual listed with sole voting and/or investment power.
 
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(3)
Assumes redemption or conversion of only the Units in the Operating Partnership beneficially owned by such owner into shares of Common Stock and the exercise of vested options and all restricted Common Stock held only by such owner.
(4)
Assumes redemption or conversion of all outstanding Units in the Operating Partnership into shares of Common Stock and the exercise of all vested options and all restricted Common Stock.
(5)
Includes 172,495 fully vested stock options not subject to stockholder approval. (See “Compensation Discussion and Analysis” and “Interim Chief Executive Officer Compensation Arrangements”.)
(6)
Includes 5,886 unvested shares of restricted Common Stock.
(7)
Includes 619,196 unvested LTIP Units.
(8)
Includes 119,453 unvested LTIP Units.
(9)
Includes 34,275 unvested LTIP Units.
(10)
Includes 128,071 unvested LTIP Units.
(11)
Includes 462,520 unvested LTIP Units.
(12)
3,553,934 shares of Common Stock may be deemed to be beneficially owned by Mr. Katz by virtue of being a Managing Partner of Bow Street LLC (“Bow Street”) and holding shares of Common Stock in personal accounts.
(13)
Includes all restricted Common Stock held by all fifteen executive officers, directors and nominees, together with 1,425,807 shares of Common Stock that may be issued upon the redemption of all of the executive officers’ and directors’ limited partnership interests in the Operating Partnership, including Common Units and LTIP Units. Also includes vested options to purchase 172,495 shares of Common Stock held by executive officers.
Biographical Information Concerning Directors
Biographical information concerning our directors is set forth above under the caption “Proposal No. 1 — Election of Directors.”
Biographical Information Concerning Executive Officers
Biographical information concerning our executive officers is set forth below.
Mahbod Nia serves as the Chief Executive Officer of the Company and is a member of the Board of Directors. Previously, Mr. Nia was Chief Executive Officer of NRE, a NYSE listed REIT focused on European properties from 2015 to 2019. He also served as a member of NRE’s investment committee and board of directors from 2018 to 2019. From 2017 to 2019, Mr. Nia was also a Managing Director at Colony Capital Inc. (formerly Colony NorthStar) and member of the European Steering Committee. Prior to NRE, Mr. Nia served as Managing Director, Head of European Investments at NorthStar Asset Management Group, where he established and rapidly grew the company’s European investment platform to $2.6 billion in assets under management across nine countries and five asset classes. He subsequently oversaw the platform’s spin-off to create NRE in 2015 as well as the sale of NRE in September 2019. Previously, Mr. Nia held roles at Goldman Sachs and Citigroup Inc. (formerly Salomon Brothers). He holds a First Class honors degree in Economics for Business from the University of Westminster and a master’s degree in Economics and Finance from Warwick Business School.
Marshall B. Tycher serves as Chairman of the Company’s Roseland Residential Trust (“Roseland”) subsidiary and previously served as President of Roseland from October 2012 to February 2016. Mr. Tycher co-founded Roseland in 1992 and served as its President until its acquisition by the Company in October 2012. Prior to co-founding Roseland, Mr. Tycher served in various capacities with Lincoln Property Company from 1979 to 1992, including as Texas operating partner from 1981 to 1987, and as head of Lincoln Northeast Residential, Inc. from 1987 to 1992. Mr. Tycher received a BSBA from the University of Denver, a Juris Doctorate from Southern Methodist University and is a member of the Texas State Bar.
David J. Smetana has served as Chief Financial Officer of the Company since February 2018. Mr. Smetana has over 21 years of real estate experience across a variety of roles. Most recently, he was a managing director and REIT securities analyst on Morgan Stanley Investment Management’s Global REIT Securities Team from 2001 to 2017. Previously, Mr. Smetana was a REIT investment banker at Morgan Stanley and was part of Morgan Stanley’s Real Estate Special Situations Fund from 1997 to 2001. Mr. Smetana received his Bachelor of Business Administration in Accounting from the University of Wisconsin-Madison and holds a CPA certificate in Virginia.
 
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Giovanni M. DeBari was appointed Chief Accounting Officer of the Company in March 2019. Mr. DeBari has served as Senior Vice President, Corporate Controller of the Company since 2015, and previously served as Vice President, Corporate Controller and as Assistant Corporate Controller since joining the Company in 1996. Prior to joining the Company, Mr. DeBari worked as a senior auditor specializing in real estate at an international accounting and consulting firm. Mr. DeBari is a certified public accountant with a Bachelor of Science in Accounting from Rutgers Business School at Rutgers, The State University of New Jersey, and is a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants.
Gary T. Wagner has served as General Counsel and Secretary since May 2014 and as Vice President, Legal from November 2011 to May 2014. As General Counsel, Mr. Wagner manages the Company’s legal affairs, including corporate governance, supervising outside legal counsel, overseeing risk management, ensuring environmental and legal compliance and the preparation of required disclosure documents. Mr. Wagner previously worked at the Robert Martin Company from 1989 until its acquisition by the Company in 1997, and has worked for the Company since 1997 and has held positions as assistant general counsel, associate general counsel, and senior associate general counsel. Prior to working for the Robert Martin Company, Mr. Wagner was an associate in the real estate department of Parker Chapin Flattau & Klimpl in New York City. He started his career as an associate in the real estate department in the Philadelphia office of Blank Rome. Mr. Wagner received his Bachelor of Arts in Political Science and Economics from Queens College and his Juris Doctor, cum laude, from Temple University.
Ricardo Cardoso has served as Chief Investment Officer since September 2015 and has served in various capacities with the Company since 1997, most recently as Vice President of acquisitions. Prior to joining the Company, Mr. Cardoso worked at the Robert Martin Company from 1994 to 1997. As Chief Investment Officer, Mr. Cardoso is responsible for sourcing new real estate acquisitions and identifying opportunities within the Company’s portfolio for asset repositioning or disposition. Mr. Cardoso has a Bachelor of Business Administration in Finance from Iona College and is a member of NAIOP New Jersey and the real estate board of the March of Dimes, New Jersey chapter.
Certain Relationships and Related Transactions
Mack Agreement.   In connection with the Company’s combination with The Mack Company in December 1997, the Company entered into an agreement (the “Mack Agreement”) with members of the Mack Group. The “Mack Group” includes William L. Mack, the former Chairman of the Board of Directors, David S. Mack, a former director of the Company, Earle I. Mack, a former director of the Company, and Frederic Mack. Pursuant to the Mack Agreement, members of the Mack Group previously had the right to designate up to three members of the Board of Directors. On August 1, 2019, the Company and members of the Mack Group entered into an amendment to the Mack Agreement, pursuant to which the members of the Mack Group agreed, effective immediately, to terminate their rights to designate or nominate any members of the Board under the Mack Agreement.
Letter Agreement.   On June 10, 2020, the Company and Bow Street entered into a letter agreement (the “Letter Agreement”) pursuant to which, among other matters, (a) Michael Berman, Tammy K. Jones, A. Akiva Katz, Mahbod Nia and Howard S. Stern were appointed to the Board of Directors, (b) each of Michael Berman, Tammy K. Jones, A. Akiva Katz, Mahbod Nia, Howard S. Stern, Alan R. Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz were nominated for election to the Board of Directors at the 2020 annual meeting of stockholders held on July 1, 2020 (the “2020 Annual Meeting”), and (c) certain former directors resigned from the Board of Directors. The Company filed the Letter Agreement as an exhibit to a Current Report on Form 8-K filed with the SEC on June 11, 2020. The description of the Letter Agreement herein is qualified in its entirety by the full text of the Letter Agreement.
Bow Street Reimbursement.   In September 2020, the Board of Directors approved a discretionary reimbursement of approximately $6.1 million in fees and expenses incurred by Bow Street in connection with its proxy solicitations in 2019 and 2020 that resulted in the election of Bow Street’s nominees as directors of the Company at its 2019 and 2020 annual meetings of stockholders. The Board of Directors determined that the reimbursement was appropriate in light of the benefit to the Company and its stockholders of the refreshment of the Board of Directors that resulted from the proxy contests. The Company reimbursed this amount to Bow Street in three substantially equal payments in November 2020, January 2021 and
 
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April 2021. Bow Street is an affiliate of A. Akiva Katz, a director of the Company, who is a co-founder and managing partner of Bow Street.
MAG Partners Agreement.   As described in further detail below under “Compensation Discussion and Analysis” and “Interim Chief Executive Officer Compensation Arrangements” ​(which description is incorporated herein by reference), in connection with Ms. Gilmartin’s appointment as the interim Chief Executive Officer of the Company, the Company entered into certain agreements with MAG Partners 2.0 LLC (“MAG Partners”), an entity wholly owned by Ms. Gilmartin, pursuant to which, upon the terms and subject to the conditions contained therein, MAG Partners agreed to make Ms. Gilmartin’s services available to the Company to serve as its interim Chief Executive Officer. The Company filed its agreements with MAG Partners as exhibits to Current Reports on Form 8-K filed with the SEC on July 27, 2020 and January 22, 2021, respectively. The descriptions contained herein of such agreements are qualified in their entirety by the full text of such agreements.
Tax Protection Agreements.   Through February 2016, the Company could not dispose of or distribute certain of its properties which were originally contributed by certain unrelated common unitholders of the Operating Partnership, without the express written consent of such common unitholders except in a manner which would not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimbursed the appropriate specific common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”). The aforementioned restrictions did not apply in the event that the Company sold all of its properties or in connection with a sale transaction which the Board of Directors determined was reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property. The Property Lock-Ups expired in February 2016.
Upon the expiration of the Property Lock-Ups, the Company is generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the specific common unitholders, which include members of the Mack Group, the Robert Martin Group (which includes Robert F. Weinberg, a former director of the Company), and the Cali Group (which includes John R. Cali, a former director of the Company). As of December 31, 2020, 16 of the Company’s properties, as well as certain land and development projects, including properties classified as held for sale as of December 31, 2020, with an aggregate net book value of approximately $1.5 billion, are subject to these conditions.
Acquisitions and Other Transactions.   Certain directors, former directors and executive officers of the Company (or members of their immediate families or related trusts) and persons who hold more than 5% of the outstanding shares of Common Stock (or Units in the Operating Partnership) had direct or indirect interests in certain transactions involving the Company, the Operating Partnership or their affiliates in the last fiscal year, as follows:

In 2020, Alan R. Batkin, Frederic Cumenal, Nori Gerardo Lietz and Mahbod Nia earned deemed stock dividends, calculated based upon the number of deferred stock units owned by each director as of the record date for each quarterly dividend earned in 2020 in the amounts of 89.742, 89.742, 89.742, and 3.205, respectively, pursuant to the Director’s Deferred Compensation Plan, whereby each non-employee director is entitled to defer all or a specified portion of the annual compensation to be paid to such director. See “Compensation of Directors — Directors’ Deferred Compensation Plan” below.

The adult children of Marshall B. Tycher, Chairman of Roseland, own minority equity interests in Energy Technology Services, Inc., a vendor to the Company. Additionally, Mr. Tycher’s son-in-law is an employee of the vendor. The Company recognized $99,000 in expense for this vendor during the year ended December 31, 2020 and had no accounts payable to this vendor as of December 31, 2020.
Policies and Procedures.   The Company has a written policy with respect to the review, approval and ratification of related person transactions. This policy applies to any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements or relationships, in which (i) the Company is a participant and (ii) any “related person” (defined as an employee, director, director nominee, an executive officer or someone who owns more than
 
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5% of any class of the Company’s voting securities, or an immediate family member of any of the foregoing persons, with certain exceptions) has or will have a direct or indirect interest. Under the policy, the Company’s General Counsel will determine whether a transaction meets the definition of a related person transaction that will require review by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will review all related person transactions referred to them and, based on the relevant facts and circumstances, will decide whether or not to approve such transactions. Only those transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders will be approved. If the Company becomes aware of an existing related person transaction that was not approved under this policy, the matter will be referred to the Nominating and Corporate Governance Committee and it will evaluate all options available, including ratification, amendment or termination of the transaction.
The Company has determined that, under the policy, the following types of transactions will be deemed to be pre-approved: (i) employment of an executive officer if the related compensation is required to be reported in the Company’s proxy statement; (ii) employment of an executive officer if he or she is not an immediate family member of another executive officer or director of the Company, the related compensation would have been reported in the Company’s proxy statement if he or she was a “named executive officer” and the Company’s Executive Compensation and Option Committee (the “Compensation Committee”) approved (or recommended that the Board of Directors approve) such compensation; (iii) compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement; (iv) any transaction where the related person’s interest arises solely from the ownership of the Common Stock and all holders of the Common Stock received the same benefit on a pro rata basis; (v) any transaction in which the rates or charges incurred are subject to governmental regulation; and (vi) any transaction involving bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.
Under the policy, the General Counsel’s determination of whether a transaction meets the definition of a related person transaction is based upon his assessment of the transaction under Item 404 of Regulation S-K without regard to the amounts involved. The Company’s policy provides that any related person transaction referred to the Nominating and Corporate Governance Committee for consideration is evaluated based on all of the relevant facts and circumstances available, including (if applicable) but not limited to: (i) the benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.
The policy prohibits a director from participating in any review, consideration or approval of any related person transaction with respect to which the director or any of his or her immediate family members is the related person. The policy also provides that the only transactions that may be approved are those transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders.
Independence of the Board of Directors
The Board of Directors has adopted the NYSE’s standards for determining the independence of its members and believes that it interprets these requirements conservatively. In applying these standards, the Board of Directors considers commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others, in assessing the independence of directors, and must disclose any basis for determining that a relationship is not material. The Board of Directors has determined that seven of its current nine members are independent directors within the meaning of such NYSE independence standards in terms of independence from management (namely, Messrs. Batkin, Berman, Cumenal, Katz and Stern and Mses. Jones and Gerardo Lietz). In making this determination, the Board of Directors did not exclude from consideration as immaterial any relationship potentially compromising the independence of any of the above directors or director nominees.
Involvement in Certain Legal Proceedings
To the best of our knowledge during the past ten years, no director or officer of the Company has been involved in any of the following: (i) any bankruptcy petition filed by or against such person individually, or
 
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any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (iv) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Adverse Proceedings
There exists no material proceeding to which any director or officer is a party adverse to the Company or has a material interest adverse to the Company.
Environmental, Social and Governance (“ESG”) Achievements and Initiatives
The Company is dedicated to responsible environmental, social and community stewardship as an essential part of our mission to build a successful business and to shape the communities we serve. In 2020, the Company made significant progress in enhancing its public disclosure with respect to ESG matters by adopting or supporting several key policies and formally endorsing key global sustainability initiatives, including the Ten Principles of the United Nations Global Compact, the UN Women Empowerment Principles and the Task Force on Climate-related Financial Disclosures (TCFD).
We have memorialized our stewardship and commitment to our ESG strategies and commitments with our 2020 Corporate Social Responsibility Report, which has been posted on our website at http://investors.mack-cali.com/corporate-governance/corporate-responsibility-report/default.aspx. The report outlines our proactive approach for addressing sustainable development, natural resource conservation, and cultural diversity and inclusion. To learn more about how we track and measure our success in this area, please visit our website at www.mack-cali.com.
Environmental
We continue to pursue a wide range of sustainability initiatives, aimed at reducing the carbon footprint of our portfolio while creating a diverse and safe offering for our tenants and residents. The Board of Directors believes that continued growth of stockholder value in a socially responsible manner is consistent with the Company’s overall strategy to continue to enhance the Company’s reputation as a property manager of choice and promotes an environmental strategy that supports “green” building initiatives.
In January 2020, the state of New Jersey published an Energy Master Plan (“EMP”) targeting an 80% reduction of greenhouse gas emissions and a 100% renewable energy target by 2050. The Company has acknowledged these targets and is committed to implementing environmentally sustainable best practices within its operations.
 
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We have undertaken several green initiatives that not only conserve energy and reduce waste, but also offer our tenants cost-effective incentives to promote sustainability efforts throughout our portfolio, including the following:

Energy and Energy Procurement.   The Company is committed to reducing its overall energy consumption while increasing the share of renewable energy over time. The Company is fully aligned with New Jersey’s EMP and targets 50% of energy to come from renewable sources by 2030, up from the current 21%.

Green House Gas Emissions.   The Company seeks to reduce its greenhouse gas emissions by optimizing building operations, implementing energy management initiatives and deploying capital investment in appropriate low carbon opportunities.

Initiatives to Save Energy and Limit Carbon Footprint.   The Company continuously monitors energy performance to identify potential energy efficiency opportunities, evaluating the economics and utilizing New Jersey’s incentive programs when pursuing investments into low carbon alternatives and other energy efficiency projects.

Water.   The Company seeks to implement water management and recycling programs when possible, including installing low flow fixtures and low irrigation landscaping systems.

Waste Management and Recycling.   We aim to reduce the amount of waste created and sent to landfill, while increasing the proportion being recycled. To this end, the Company requires all hazardous waste, including electronics and mercury-containing products, to be disposed of or recycled in line with the applicable environmental laws. No significant spills of oil, fuel, waste or chemicals were reported in 2020.

Corporate Waste Management and Recycling Program.   Recycling facilities are located throughout our offices helping to reduce the amount of waste diverted to landfill. All Company departments are encouraged to opt for paperless options whenever available. The Company is also utilizing its electronic systems to significantly reduce monthly and annual mailings.

Property Waste Management.   The Company provides its tenants and residents facilities to recycle and manage both non-hazardous and hazardous waste. The Company runs a variety of programs to assist with waste reduction throughout its portfolio, periodically collecting electronic equipment and other waste materials and organizing collections as part of the Roseland Gives Back Program (as discussed in further detail below).

Environmental Performance.   As the metrics in the table below summarize, we made significant strides in 2020 in reducing direct and indirect greenhouse gas emissions, energy consumption and water withdrawal metrics across our portfolio of office and multifamily assets:
Year-On-Year (2019-2020) Decline in
Overall Portfolio
Total Energy Use (kBTU)
-13.7%
Total Electricity Use (kBTU)
-14.9%
Scope 1 and Scope 2 Greenhouse Gas Emissions (mt CO2)
-14.2%
Water Withdrawn (m3)
-3.2%
Social
The Company strives to be a workplace that actively attracts, inspires and engages a talented and diverse workforce enabling them to flourish and feel welcome. We foster an inclusive work environment based on respect, empowerment and collaboration that aims to reflect the backgrounds of the customers and communities we serve. We have carefully built a workplace where diversity thrives, spanning race, gender, ethnicity, age, sexual orientation, physical ability and experience. The Company, as a diverse equal opportunities workplace and a signatory to the UN Women Empowerment Principles, promotes diversity at all levels including senior management and the Board of Directors. As of December 31, 2020, 42% of employees were female and 43% of employees were persons of color or other minority groups. Currently, four of the nine members (or 44%) of our Board of Directors are female and/or racially diverse. In addition,
 
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the Company has a robust diversity and inclusion initiative with the overall goal of creating opportunities for all people in the commercial real estate industry in the local communities in which it operates and within its own workforce.
Mack-Cali Women’s Leadership Network.   As part of our focus on increasing women representation in senior management, we established the Mack-Cali Women’s Leadership Network in January 2021. Its mission is to facilitate stronger interactions and organize activities that provide female employees with opportunities to share, learn, develop relationships, and gain new mentors. Network activities include a speaker series, a newsletter, networking events and service opportunities.
Employee Engagement.   The Company commenced gathering feedback through Engagement Surveys in 2020. Town hall meetings, with an opportunity for Q&A, are also hosted on a regular basis to keep all employees updated about the Company’s strategy. The Company also issues a quarterly newsletter to update employees on real estate projects, employee promotions and new hires, special personnel recognition, and corporate initiatives.
Employee Wellbeing and Benefits.   We seek to foster a workplace where our employees are treated fairly and are highly motivated to succeed by offering the following enrichment opportunities and benefits to our employees:

A 401(k) plan with a history of annual discretionary Company employee match or profit sharing contributions;

Tuition reimbursement for education costs for employees who have been with the Company for at least one year;

Vacation, holidays, sick leave, bereavement leave, time off to vote, jury duty, witness duty, charity day;

Paid time off (PTO) to obtain COVID-19 vaccinations;

FMLA (Family and Medical Leave Act), NJFLA (New Jersey Family Leave Act), military leave, SAFE leave;

Flex-time; and

Charitable gift matching.
Philanthropic Support.   In addition, whether through time, effort or monetary donations, we are committed to nourishing the betterment of the communities we serve, and our employees play active roles in numerous charitable organizations. We aim to be responsible corporate citizens, and are committed to continuously giving back to the communities we work and live in.
Following the start of the COVID-19 pandemic, the Company donated $100,000 to the Jersey City Medical Center and provided complimentary hotel rooms at the Residence Inn in Weehawken, including parking and meals to frontline workers valued at more than $250,000.
In 2020, the Company maintained its tradition of supporting pediatric patients at the Jersey City Medical Center through their annual holiday toy drive. We also continued supporting a number of other local Hudson County organizations throughout our community, including:

St. Lucy’s Shelter, which offers emergency housing and food to those in need;

Hoboken Shelter, which provides meals, shelter, and social services for the homeless;

WomenRising, an organization that helps women and their families in need of jobs, safety from domestic violence, freedom from homelessness and safe lives for children; and

WE Project, a local food pantry that feeds approximately 200 local families per week.
The Company also promotes the philanthropic efforts of our employees by providing paid time off toward volunteerism, matching employee charitable contributions dollar for dollar and, in total, has contributed over $2.1 million of donations to charitable causes over the last three years.
 
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Our Roseland Gives Back Program forms an integral part of the Company’s corporate responsibility program, bringing together its staff, residents, and vendors to strengthen their local communities and support those in need. Through this program, residents across our portfolio of 25 luxury rental properties can participate in Roseland-wide initiatives such as annual coat drives, food drives, and other charitable activities.
As part of the Company’s social responsibility efforts, a portion of the Company’s residential stock is assigned to those residents who would otherwise not be able to live within the Roseland communities. There were 129 units designated as affordable units in 2020, representing approximately 15% of the multifamily portfolio.
COVID-19 Response.   The Company is dedicated to preserving the health and safety of its employees, residents, and partners during these uncertain times. As the Company adapts the way it serves and interacts with its tenants, we adhere strictly to the CDC’s guidelines regarding COVID-19 to provide safe living and working conditions across our portfolio. We provide monthly COVID-19 testing to all our staff, and can help facilitate accessibility to testing for our tenants.
Governance Matters
We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, diversity and transparency. Our commitment to diversity is apparent by both our current Board of Directors and by our proposed slate of directors for election at the Annual Meeting, 4 of 8 (or 50%) of whom are female and/or racially diverse. Additionally, as part of our efforts to minimize environmental and social risks, we established an Environmental, Social and Governance Committee (the “ESG Committee”) in 2020 consisting of five directors to develop, review and provide the Board of Directors with advice and direction in setting general ESG strategy, in developing, implementing, and monitoring initiatives and policies and in overseeing communications with employees, investors and stakeholders with respect to ESG matters (including human rights, climate change and other issues). The ESG Committee oversees the Company’s management of ESG related risks and determines which ESG issues are of strategic significance to the Company. The ESG Committee meets regularly and all meetings held in 2020 were attended by more than 75% of the committee members.
Ethics & Compliance.   Our objective is to conduct business with integrity and in compliance with the letter and spirit of the law, while protecting human rights. The Code of Business Conduct and Ethics (“COBCE”) represents the Company’s key policy guide for daily operations, outlining expectations of employee and directors’ conduct relating to each other and towards the Company’s stakeholders.
Anti-Harassment.   The Company maintains distinct policies and complaint procedures for sexual harassment and harassment and discrimination based on protected classifications. These anti-harassment policies form an integral part of the COBCE. Anti-harassment training is an integral part of the Company’s training program provided to all employees, who are encouraged to report any breaches of the anti-harassment policies to the General Counsel or Human Resources Department.
Human Rights.   The Company’s Human Rights Policy comprises commitments of the Company towards respecting human rights across all operations and setting a positive example to the wider community and its stakeholders. The policy covers topics including forced and child labor, human trafficking and slavery, health and safety, discrimination and prejudice.
Grievance Mechanism.   The Company has a strict non-retaliation policy to encourage employees to raise issues and report concerns of misconduct.
Supply Chain.   It is important to us that our suppliers and partners operate ethically and share the Company’s ESG business principles. Our supply chain governance procedures introduced in 2020 and summarized in the Supplier Code of Conduct ensure our suppliers are aware of the standards and business practices we expect from them.
Stakeholder Engagement.   Our main stakeholder groups include stockholders, employees, tenants and residents, suppliers, industry associations, communities, NGO’s advocacy and activist groups, governmental organizations and regulating bodies, media and competitors. We engage with our stakeholders regularly
 
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and through multiple channels and take their feedback into account when assessing and preparing our corporate sustainability strategy.
Cybersecurity.   Internet security and protection against cyber threats remain a high priority for the Company. The Company is committed to respecting the privacy of employees, securing personal information and enabling the trust of all individuals whose personal information it handles. The Company’s cybersecurity program combines technology deployment and employee compliance and training. The Company also engages with a third-party provider to assess its defense mechanisms and also has an information security insurance policy in place. The Audit Committee of the Board of Directors (the “Audit Committee”) is responsible for overseeing internet security matters and is briefed on these matters by senior management at least annually. No internet security breaches were recorded in the last three years.
Board and Committee Governance.   Our Board of Directors remains committed to the highest standard for corporate governance. In 2018, in response to stockholder feedback solicited as part of our stockholder outreach efforts, we amended our bylaws to improve our corporate governance policies and procedures. Our amended and restated bylaws now generally allow stockholders to propose amendments to the bylaws for approval by the stockholders. Our bylaws also provide for majority voting in the election of directors, whereby each director nominee that is not elected by a majority of the votes cast in an uncontested election of directors is now required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee.
During 2020, the entire Board of Directors met twelve times and acted eight times by unanimous written consent. In 2020, no director attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served during the periods that he or she served. The Company does not have a formal policy regarding attendance by members of the Board of Directors at the annual meetings of stockholders, but the Company strongly encourages all members of the Board of Directors to attend its annual meetings and expects such attendance except in the event of exigent circumstances. All of the members of the Board of Directors at the time of the 2020 Annual Meeting were in attendance at the 2020 Annual Meeting of Stockholders.
Currently, the Company has separated the roles of Chief Executive Officer and Chair of the Board. The Company believes that at this time the separation of these roles permits the Chair of the Board to focus on oversight of the Company’s long-term corporate development goals while the Chief Executive Officer focuses on the strategic direction of the Company and oversees the day to day performance of the other executive officers in executing the Company’s business plan. During 2020, the non-management directors met in Executive Session seven times, which was generally presided over by the Lead Independent Director of the Company at the time.
Pursuant to authority vested in the Audit Committee and pursuant to its charter, the Audit Committee is responsible for overseeing the Company’s financial risk exposure and the Company’s risk assessment and risk management policies and procedures. The Audit Committee discharges its risk oversight responsibilities as part of its quarterly reviews of the Company’s quarterly and annual financial statements by discussing with management, the Company’s independent auditors and outside legal counsel the Company’s risk profile, its financial risk exposure and its risk mitigation policies and procedures. In addition, the Compensation Committee, in consultation with the independent compensation consultant to the Compensation Committee, conducts an annual risk assessment of the Company’s compensation programs as described under “Compensation Risk Assessment” in this Proxy Statement. The Company does not believe that the performance of these oversight functions by these committees has any effect on the leadership structure of the Board of Directors.
The Board of Directors has adopted equity ownership guidelines that require each non-employee director to own an aggregate amount of shares of Common Stock, units of limited partnership interest of Mack-Cali Realty, L.P. redeemable for shares of Common Stock or units under the Company’s Deferred Compensation Plan for Directors equal in value to five times the annual cash retainer paid to directors, currently $325,000. Such ownership level must be achieved by the three-year anniversary of the date the director was elected to the Board of Directors. All of our directors satisfy our equity ownership guidelines
 
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on the basis of being within the three year transition period from his or her initial appointment to the Board of Directors in 2019 or 2020.
In March 2012, the Board of Directors, on the recommendation of its Nominating and Corporate Governance Committee, adopted a retirement policy for directors. Pursuant to this policy, the Company’s Corporate Governance Principles provide that a director may neither stand nor be nominated for re-election to the Board of Directors after attaining the age of 80.
The Board of Directors proactively considers the overall size and composition of the Board of Directors and reviews and monitors management development and succession planning activities. The Chief Executive Officer regularly presents management’s perspective on business objectives and discusses their perspective on the Company’s deep pool of talented employees and succession planning for the Company.
The Board of Directors also has adopted a policy that provides that executive officers, employees, and directors may not acquire securities issued by the Company or any of its affiliates using borrowed funds, may not use margin in respect of securities issued by the Company or any of its affiliates, may not pledge securities issued by the Company or any of its affiliates as collateral, and may not engage in hedging or other transactions with respect to their ownership of securities issued by the Company or its affiliates, each of which the Board of Directors believes would be inconsistent with the purposes and intent of the stock ownership guidelines applicable to directors and the Chief Executive Officer.
In accordance with Rule 10A-3 of the Exchange Act, the Audit Committee provides for employees to contact the audit committee in writing or by telephone, on a confidential, anonymous basis, to submit concerns regarding questionable accounting or auditing matters, and the Audit Committee has policies and procedures, subject to the Company’s internal controls, for the retention, and treatment of complaints.
Meetings of Committees of the Board of Directors
The Board of Directors has five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the ESG Committee, and the Strategic Review Committee.
Audit Committee.   The Company has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists of Alan R. Batkin, as Chair, Tammy K. Jones, Michael Berman and Howard S. Stern. The Audit Committee authorizes and approves the engagement of the Company’s independent registered public accountants, reviews with the Company’s independent registered public accountants the scope and results of the audit engagement, approves or establishes pre-approval policies for all professional audit and permissible non-audit services provided by the Company’s independent registered public accountants, considers the range of audit and non-audit fees, and reviews the adequacy of the Company’s internal control over financial reporting, disclosure controls and procedures and internal audit function. The Audit Committee also assists the Board of Directors in overseeing (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the quarterly evaluation of the performance of the internal audit functions performed by the Company’s internal auditors, (4) the Company’s independent registered public accounting firm’s qualifications and independence, and (5) the performance of the Company’s independent registered public accountants. The Board of Directors has determined that each of the members of the Audit Committee is an “independent” director within the meaning of the NYSE Independence Standards and Rule 10A-3 promulgated by the SEC under the Exchange Act and satisfies applicable financial literacy standards of the NYSE. The Board of Directors has also determined that Mr. Berman qualifies as an Audit Committee Financial Expert under applicable SEC rules. The Audit Committee met five times during 2020.
Compensation Committee.   The Compensation Committee consists of Frederic Cumenal, as Chair, Michael Berman and A. Akiva Katz. The Compensation Committee is responsible for implementing the Company’s compensation philosophies and objectives, establishing remuneration levels for executive officers of the Company and implementing the Company’s incentive programs, including the Company’s stock option and incentive plans. The Board of Directors has determined that each member of the Compensation Committee is an “independent” director within the meaning of the NYSE Independence Standards, Rule 10C-1 promulgated by the SEC under the Exchange Act, and is a “non-employee” director under
 
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Rule 16b-3 under Section 16 of the Exchange Act. The Compensation Committee met nine times in 2020 and acted by unanimous written consent once.
Pursuant to its charter, the primary purposes of the Compensation Committee are (i) to assist the Board of Directors in discharging its responsibilities in respect of compensation of the Company’s executive officers; (ii) to discuss with the chief executive officer the compensation of other senior executives; (iii) to review and administer the Company’s compensation and benefit programs, and (iv) to produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement or annual report that complies with the rules and regulations of the SEC. In addition, pursuant to its charter, the Compensation Committee is responsible for establishing and reviewing annual and long term corporate goals and objectives relevant to compensation of the Company’s executive officers in light of performance goals and objectives. The Compensation Committee has sole authority to determine and approve the compensation levels of the executive officers. The Compensation Committee has not delegated, and does not delegate, any of its responsibilities to any other person. The manner in which the Compensation Committee discharges its responsibilities is described under the heading “Compensation Discussion and Analysis” below.
Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee consists of Nori Gerardo Lietz, as Chair, A. Akiva Katz and Howard S. Stern. The Board of Directors has determined that each of the members of the Nominating and Corporate Governance Committee is an “independent” director within the meaning of the NYSE Independence Standards. The Nominating and Corporate Governance Committee met five times in 2020 and acted by unanimous written consent once.
The Nominating and Corporate Governance Committee identifies individuals qualified to become members of the Board of Directors and recommends to the Board of Directors the slate of directors to be nominated at the Annual Meeting. The Nominating and Corporate Governance Committee considers recommendations for nominees for directorships submitted by stockholders, provided that the Nominating and Corporate Governance Committee will not entertain stockholder nominations from stockholders who do not meet the eligibility criteria for submission of stockholder proposals under SEC Rule 14a-8 of Regulation 14A under the Exchange Act. Stockholders may submit written recommendations for nominees to the Board of Directors, together with appropriate biographical information and qualifications of such nominees, to the Company’s General Counsel following the same procedures as described in “Stockholder Communications” in this Proxy Statement. In order for the Nominating and Corporate Governance Committee to consider a nominee for directorship submitted by a stockholder, such recommendation must be received by the General Counsel by the time period set forth in the Company’s most recent proxy statement for the submission of stockholder proposals under SEC Rule 14a-8 of Regulation 14A under the Exchange Act. The General Counsel then delivers any such communications to the Chair of the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee analyzes, on an annual basis, the skills and attributes of the members of the Board of Directors, and recommends to the Board of Directors appropriate individuals for nomination as members of the Board of Directors. Based on the Company’s strategic plan, the Nominating and Corporate Governance Committee has developed a skills matrix to assist it in considering the appropriate balance of experience, skills and attributes required of a director and to be represented on the Board of Directors as a whole. The skills matrix is periodically reviewed and updated by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee evaluates potential Board of Directors candidates against the skills matrix.
The skills matrix has two sections — a list of core criteria that every member of the Board of Directors should meet and a list of skills and attributes desired to be represented collectively on the Board of Directors. The skills matrix reflects the following core director criteria that should be satisfied by each director or nominee:

Service on no more than six other public company boards;

High integrity and ethical standards;

Standing and reputation in the individual’s field;

Risk oversight ability with respect to the particular skills of the individual director;
 
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Understanding of and experience with complex public companies or like organizations; and

Ability to work collegially and collaboratively with other directors and management.
The skills matrix reflects the following skills and attributes desired to be represented collectively on the Board of Directors as a whole:

Independence under the Company’s Standards for Director Independence and NYSE listing requirements, subject to waiver based on the Nominating and Corporate Governance Committee’s business judgment;

Corporate governance expertise;

Financial expertise;

Commercial real estate industry expertise;

Diversity;

Legal expertise;

Capital markets expertise;

Political/land use/environmental policy expertise; and

Technology/business process expertise.
Although the Nominating and Corporate Governance Committee does not have a formal diversity policy, it endeavors to comprise the Board of Directors and its committees of members with a broad mix of professional and personal backgrounds. Thus, the Nominating and Corporate Governance Committee accords some weight to the individual professional background and experience of each director. Further, in considering nominations, the Nominating and Corporate Governance Committee takes into account how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board of Directors. When evaluating a nominee’s overall qualifications, the Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily required of all prospective nominees. In addition to the aforementioned criteria, when evaluating a director for re-nomination to the Board of Directors, the Nominating and Corporate Governance Committee also considers the director’s history of attendance at board and committee meetings, the director’s preparation for and participation in such meetings, and the director’s tenure as a member of the Board of Directors.
Environmental, Social and Governance Committee.   The ESG Committee consists of Howard S. Stern, as Chair, and Tammy K. Jones, Nori Gerardo Lietz, Mahbod Nia and Michael Berman. The ESG Committee’s purpose is to develop, review and provide ongoing support for the Company’ strategy related to ESG matters, including environmental, health, safety, diversity and inclusion, governance, corporate social responsibility, employee relations, human rights, worker safety, natural resource scarcity and sustainability. The ESG Committee oversees the Company’s management of ESG related risks and determines which ESG issues are of strategic significance to the Company. The ESG Committee met three times in 2020.
Strategic Review Committee.   On June 12, 2020, the Board of Directors formed the Strategic Review Committee comprised of four directors. The Strategic Review Committee is responsible for reviewing the Company’s operations and strategy and assessing alternatives to increase stockholder value. The Strategic Review Committee currently consists of A. Akiva Katz, as Chair, Frederic Cumenal, Tammy K. Jones and Mahbod Nia and met nine times during 2020.
CEO Search Committee.   In August 2020, the Board of Directors also established a CEO Search Committee, an ad hoc committee to assist the Board of Directors in identifying and evaluating potential Chief Executive Officer candidates. The CEO Search Committee was disbanded in March 2021 upon the engagement of our new Chief Executive Officer, Mr. Nia, and at the time was composed of Tammy K. Jones, as Chair, A. Akiva Katz, and Frederic Cumenal.
Available Information
The Board of Directors has adopted written charters for the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the ESG Committee and the Strategic
 
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Review Committee. The Company makes available free of charge on or through its internet website items related to corporate governance matters, including, among other things, the Company’s Corporate Governance Principles, charters of the various committees of the Board of Directors, the 2020 Corporate Social Responsibility Report, and the Company’s Code of Business Conduct and Ethics applicable to all employees, officers and directors. The Company’s website is www.mack-cali.com. The Company intends to disclose on its website any amendments to or waivers from its Code of Business Conduct and Ethics as well as any amendments to its Corporate Governance Principles or the charters of the various committees of the Board of Directors. Any stockholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Mack-Cali Realty Corporation, Investor Relations Department, Harborside 3, 210 Hudson Street, Ste. 400, Jersey City, New Jersey 07311.
Stockholder Communications
Our Board of Directors casts a wide net for input to inform its decision making. As part of these efforts, the Board of Directors values input from stockholders, who both represent a broad range of views and have a financial interest in the strength of the Company. The Company thus maintains a variety of mechanisms to enable this input and facilitate written communications from our stockholders to the Board of Directors, its committees or its members. All stockholder communications must (i) be addressed to the General Counsel of the Company, Mack-Cali Realty Corporation, Harborside 3, 210 Hudson Street, Ste. 400, Jersey City, New Jersey 07311 or at the General Counsel’s internet e-mail address at generalcounsel@mack-cali.com; (ii) be in writing either in print or electronic format; (iii) be signed by the stockholder sending the communication; (iv) indicate whether the communication is intended for a specific director(s), the entire Board of Directors, or the Nominating and Corporate Governance Committee; (v) if the communication relates to a stockholder proposal or director nominee, identify the number of shares held by the stockholder, the length of time such shares have been held, and the stockholder’s intention to hold or dispose of such shares, provided that the Board of Directors and the Nominating and Corporate Governance Committee will not entertain stockholder proposals or stockholder nominations from stockholders who do not meet the eligibility and procedural criteria for submission of stockholder proposals under either SEC Rule 14a-8 of Regulation 14A under the Exchange Act or the advanced notice provisions of our bylaws; and (vi) if the communication relates to a director nominee being recommended by the stockholder, must include appropriate biographical information of the candidate. See “Submission of Stockholder Proposals.”
Upon receipt of a stockholder communication that is compliant with the requirements identified above, the General Counsel promptly delivers such communication to the appropriate board or committee member(s) identified by the stockholder as the intended recipient of such communication by forwarding the communication to either the Chair of the Board of Directors or the Chair of the Nominating and Corporate Governance Committee, as the case may be.
The General Counsel may, in his sole discretion and acting in good faith, provide copies of any such stockholder communication to any one or more directors and executive officers of the Company, except that in processing any stockholder communication addressed to non-management directors that expressly requests management not be provided with the communication, the General Counsel may not copy any member of management in forwarding such communication to non-management directors.
Ability to Amend Bylaws
On March 14, 2018, the Board of Directors adopted the Second Amended and Restated Bylaws of the Company, as further amended on April 30, 2018 and May 5, 2020, which amend the Company’s previous bylaws to generally allow a stockholder to propose amendments to the Company’s bylaws for approval by the stockholders at an annual or special meeting of the stockholders and to allow that a meeting of the stockholders may be held solely by means of remote communication, respectively. Amendments to the Company’s bylaws must be submitted in compliance with the Company’s policies and procedures for stockholder communications, and are subject to approval by the stockholders by the affirmative vote of a majority of all votes entitled to be cast by the stockholders on the matter. See “Stockholder Communications” and “Submission of Stockholder Proposals.”
 
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Policies Relating to the Election of Directors
Elections to the Board of Directors are conducted in accordance with the Company’s charter, bylaws and the laws of the state of Maryland, which provide that directors are to be elected at a meeting of the Company’s stockholders by a majority of the votes cast in an uncontested election and by a plurality of votes cast in a contested election. Under the Company’s bylaws and Corporate Governance Principles, if in any uncontested election of directors a director nominee does not receive a majority of votes cast “for” his or her election, such director nominee must promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then promptly evaluate all relevant factors relating to the election results, including, but not limited to: (i) the underlying reasons why a majority of affirmative votes was not received (if ascertainable); (ii) the director’s background, experience and qualifications; (iii) the director’s length of service on the Board of Directors and contributions to the Company; and (iv) whether the director’s service on the Board of Directors is consistent with applicable regulatory requirements, listing standards, the Company’s Corporate Governance Principles and the corporate governance guidelines of independent voting advisory services such as Institutional Shareholder Services (“ISS”).
Subject to any applicable legal or regulatory requirements, the Nominating and Corporate Governance Committee will, within ninety days from the date of the stockholder vote, decide whether to accept the tender of resignation, reject the resignation or, if appropriate, conditionally reject the resignation and retain the director in office only if the underlying causes of the votes cast “against” the director can be promptly and completely cured. A full explanation of the Nominating and Corporate Governance Committee’s decision will be promptly publicly disclosed in a periodic or current report filed with the SEC. Any director who tenders his or her resignation pursuant to this principle and any non-independent director will not participate in the deliberations and decisions made hereunder. In addition, a director must tender his or her resignation for consideration by the Nominating and Corporate Governance Committee if such director’s principal occupation or business association changes substantially during his or her tenure as a director.
Report of the Audit Committee of the Board of Directors
The Audit Committee of the Board of Directors, on behalf of the Board of Directors, serves as an independent and objective party to monitor and provide general oversight of the Company’s financial accounting and reporting process, selection of critical accounting policies, system of internal control, internal audit function, audit process for monitoring compliance with laws and regulations and the Company’s standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its charter.
The Company’s management has primary responsibility for preparing the Company’s financial statements and the Company’s financial reporting process, including its system of internal control over financial reporting. The Company’s independent registered public accountants, PricewaterhouseCoopers LLP, are responsible for expressing opinions on the conformity of the Company’s 2020 audited financial statements to accounting principles generally accepted in the United States of America and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. The Audit Committee discussed with the Company’s independent registered public accountants the overall scope and plans for its audits. The Audit Committee met with the Company’s independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting.
In this context, the Audit Committee hereby reports as follows:
1.
The Audit Committee has reviewed and discussed the fiscal 2020 audited financial statements with the Company’s management, including the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements;
2.
The Audit Committee has discussed with the Company’s independent registered public accountants
 
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the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (the “SEC”);
3.
The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, and has discussed with the Company’s independent registered public accountants the independent registered public accountants’ independence from management and the Company; and
4.
Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s 2020 Annual Report, for filing with the SEC.
The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Audit Committee Report by reference therein. Each of the members of the Audit Committee is independent as defined under the standards of the NYSE and the SEC, and meets all other requirements of such exchange and of such rules of the SEC.
AUDIT COMMITTEE
Alan R. Batkin, Chairman
Michael Berman
Tammy K. Jones
Howard S. Stern
 
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COMPENSATION DISCUSSION AND ANALYSIS
Our Company
One of the country’s leading Real Estate Investment Trusts (REITs), Mack-Cali Realty Corporation is an owner, manager and developer of premier office and luxury multifamily properties in select waterfront and transit-oriented markets throughout New Jersey. Mack-Cali is headquartered in Jersey City, New Jersey, and is the visionary behind the city’s flourishing waterfront, where the company is leading development, improvement and place-making initiatives for Harborside, a master-planned destination comprised of class A offices, luxury apartments, diverse retail and restaurants, and public spaces.
A fully-integrated and self-managed company, Mack-Cali has provided world-class management, leasing, and development services throughout New Jersey and the surrounding region for two decades. By regularly investing in its properties and innovative lifestyle amenity packages, Mack-Cali creates environments that empower tenants and residents to reimagine the way they work and live.
Our Named Executive Officers
Our “named executive officers” for 2020 include our former interim chief executive officer, MaryAnne Gilmartin, our chief financial officer, David J. Smetana, our next three most highly compensated executive officers as of the end of our 2020 fiscal year, Marshall B. Tycher, Ricardo Cardoso and Gary T. Wagner, our former chief executive officer, Michael DeMarco, and our former executive vice president of leasing, Nicholas Hilton.
2020 Business Highlights
During 2020, the Company continued its further progress toward its strategic objectives. Specifically, the Company executed on the following key accomplishments:

Completed the sale of 18 non-core office properties, two multi-family rental properties and three developable land properties in Maryland, New Jersey and New York for net sales proceeds of approximately $389.7 million;

Acquired the 80% equity interest of the Company’s equity partner in Port Imperial North Retail L.L.C., a ground floor retail space totaling 30,745 square feet located at Port Imperial, West New York, New Jersey for $13.3 million in cash, increasing the Company’s interest to 100 percent;

Commenced initial operations of a multi-family property located in Malden, Massachusetts and containing 326 apartment units; and

Continued the development of the Company’s core assets, with 6,197 operating residential units and hotel rooms, 1,616 residential units in construction, and 8,555 residential developable units along the waterfront at December 31, 2020.
In addition to the key accomplishments above, the Company’s 2020 transformation included key changes in the leadership on our Board of Directors pursuant to the June 2020 resignations of seven directors and appointment of five directors in connection with the Bow Street Letter Agreement described under “Certain Relationships and Related Transactions” in this Proxy Statement. As a result of these director changes, the former members of the Compensation Committee were replaced with the directors who currently constitute the Compensation Committee. Our reconstituted Compensation Committee continues to oversee our executive compensation programs and, in accordance with our pay-for-performance philosophy, will continue to analyze our compensation programs and practices going forward to adopt compensation arrangements that the Compensation Committee believes will not only retain and incentivize our executive officers, but will also provide an effective link between their incentives and our stockholders’ interests.
Stockholder Say-on-Pay Advisory Vote
In 2020, we sought a stockholder say-on-pay advisory vote regarding executive compensation, and approximately 91.7% of the votes cast (excluding abstentions) were in favor of our executive compensation. The Compensation Committee viewed this 91.7% stockholder approval as being strongly supportive of
 
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the Company’s general approach to executive compensation. The Compensation Committee believes its compensation actions in 2020 aligned the Company’s executive compensation plans with stockholder expectations. We currently intend to continue to seek an annual stockholder say-on-pay advisory vote regarding executive compensation, and to consider stockholder feedback on our compensation program when making future compensation decisions.
Executive Compensation Objectives

Attracting, motivating and retaining key talent;

Tying compensation to the achievement of key short- and long-term objectives, including the Company’s Core FFO per share, Adjusted FFO per share, specific strategic performance goals, and individual performance, in the case of the annual cash incentive program, and absolute and relative total shareholder return (“TSR”), in the case of the long-term incentive program; and

Aligning management’s interests with those of stockholders.
Factors Guiding Decisions

Performance against pre-established short- and long-term objectives;

Stockholder feedback;

General market pay and governance practices; and

Mitigating compensation risk.
2020 Compensation Program for Our Named Executive Officers (other than Ms. Gilmartin)

No increase in base salaries for 2020;

Total compensation opportunities targeted at levels that are generally comparable to target total compensation levels for similarly-situated executives of the Peer Group REITs (as defined below in the Compensation Discussion and Analysis under the heading “Process for Determining Compensation”);

Fifty percent (50%) of the annual cash incentive plan award based on pre-determined financial performance objectives, which align compensation with key annual financial metrics (e.g., Core FFO and Adjusted FFO), thirty percent (30%) based on certain non-financial strategic goals approved by the Compensation Committee, and the remaining twenty percent (20%) based on individual performance as determined by the Compensation Committee; and

One-hundred percent (100%) of target long-term equity incentive awards allocated to performance-based long-term incentive plan (“LTIP”) Units, granted under a multi-year, outperformance plan (the “2020 OPP”), under which the full awards will only be earned if, over the three-year performance period, the Company achieves a thirty-six percent (36%) absolute TSR and if the Company is at or above the 75th percentile of TSR versus a peer group comprised of office REITs, diversified REITs, and multi-family
 
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REITs. Fifty percent (50%) of awards earned based on performance are subject to an additional two-year ratable service-vesting period.
The Compensation Committee believes that the Company’s overall executive compensation program incorporates many compensation elements that are considered best practices, including:

All of the Company’s equity compensation plans prohibit the repricing of underwater options and do not contain any evergreen features;

No current equity compensation agreements or awards for any executive officers provide for tax gross-up payments;

Executive perquisites are limited to vehicle allowances in de minimis amounts;

Our annual cash incentive program does not provide minimum or guaranteed bonus amounts (however, as described below under “Interim Chief Executive Officer Compensation Arrangements,” Ms. Gilmartin was entitled to certain sign-on and completion bonuses under her compensation arrangement);

All severance arrangements with the named executive officers pursuant to their respective employment or LTIP Unit award agreements, as applicable, provide reasonable severance benefits, and require a double-trigger for payouts of severance and acceleration of equity in the event of a change of control;

Employees, officers and directors are prohibited from engaging in any margin, hedging, or pledging activities in respect of the Company’s securities;

In April 2021, we adopted stock ownership guidelines for executives, including the named executive officers, that require them to acquire and hold Company shares valued at a multiple of base salary (5x salary for our CEO and 2x salary for EVPs). Until the required ownership level is achieved, executives must retain 50% of net-after-tax shares from the exercise of stock options or vesting of time-based or performance-based shares or LTIP units. Prior to April 2021, equity ownership guidelines applied to our CEO and required that he or she owns at least 250,000 equity securities of the Company within three years of being appointed; and

In April 2021, we adopted a clawback policy that enables the Board to require certain current and former executives to repay incentive compensation if there is a restatement of our financial results in certain circumstances.
Compensation Consultant
Role of the Compensation Consultant.   In 2020, the Compensation Committee retained FW Cook as its independent compensation consultant (the “Compensation Consultant”) to assist with structuring the Company’s various compensation programs and determining appropriate levels of salary, annual cash incentive plan and other compensatory awards payable to the Company’s executive officers and key employees. In 2020, FW Cook assisted on all relevant matters, including assisting with respect to: (i) assessing the Company’s and management’s performance relative to the Peer Group REITs; (ii) market ranges for salaries, annual cash incentive and long-term incentive compensation opportunities; (iii) compensation and governance practices relative to ISS and Glass Lewis policy guidelines; and (iv) structuring annual and long-term incentive compensation plans for management.
Determination of Compensation Consultant’s Objectivity.   The Compensation Committee recognizes that it is essential to receive objective advice from its outside compensation consultant. FW Cook was engaged by the Compensation Committee to act as an independent outside consultant to the Compensation Committee. The Compensation Committee closely examines the safeguards and steps that FW Cook takes to ensure that its executive compensation consulting services are objective. The Compensation Committee takes into consideration that:

The Compensation Committee hired and has the authority to terminate the engagement of its consultants for executive compensation related services;
 
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The Compensation Consultant is engaged by and reports directly to the Compensation Committee for all executive compensation services; and

The Compensation Consultant has direct access to members of the Compensation Committee during and between meetings.
In 2020, FW Cook did not perform, directly or indirectly through an affiliate, any other services for the Company, other than services provided for the Compensation Committee. Based on a consideration of factors deemed relevant to the Compensation Committee regarding FW Cook, including without limitation the independence factors specified in Section 303A.05 of the NYSE Listed Company Manual, including the nature of the services provided, the amount of the compensation consultant’s fees, its policies and procedures to prevent conflicts of interest, its business or personal relationships with our directors and executive officers, and its stock ownership in us, the Compensation Committee concluded that FW Cook is independent and that the work that they perform for the Compensation Committee has not raised any conflict of interest.
Process for Determining Compensation
For its competitive analysis to assist the Compensation Committee in developing pay opportunities for 2020, FW Cook used a peer group consisting of the following fourteen office and diversified REITs: Brandywine Realty Trust, Columbia Property Trust, Corporate Office Properties Trust, Inc., Cousins Properties, Douglas Emmett, Inc., Empire State Realty Trust, Equity Commonwealth, Highwoods Properties, Inc., Hudson Pacific Properties, JBG SMITH Properties, Lexington Realty Trust, Paramount Group, Inc., Piedmont Office Realty Trust, and Washington REIT (collectively, the “Peer Group REITs”). The Compensation Committee used this analysis to evaluate the competitiveness of base salary, target annual cash incentives, equity awards and target total compensation opportunities for the named executive officers, including the assessment of individual components of compensation. The Compensation Committee did not target a specific percentile of the Peer Group REITs for any compensation determinations but used the compensation data from Peer Group REITs as a factor in determining the appropriateness of compensation amounts generally.
The Compensation Committee, with assistance from the Compensation Consultant, and based upon the recommendations of the Chief Executive Officer with respect to the other named executive officers, determines the appropriate combination of cash and equity-based compensation to pay to the Company’s executives and establishes performance metrics for annual cash incentive plan awards in consideration of its primary objectives with respect to executive compensation. In determining the appropriate amounts and mix of such compensation, the Compensation Committee considers the Compensation Consultant’s competitive analyses of the Company’s overall compensation arrangements. The Chief Executive Officer is responsible for the strategic direction and long-term planning for the Company and oversees the day to day performance of the other named executive officers. As such, the Compensation Committee believes that the input of the Chief Executive Officer is necessary information for it to evaluate the performance of the other named executive officers and make recommendations for their compensation packages. While the Compensation Committee considers the recommendations of the Chief Executive Officer with respect to his or her own compensation, the Chief Executive Officer does not participate in the Compensation Committee’s determination of his or her own compensation and the Compensation Committee’s determinations with respect to the Chief Executive Officer’s compensation are not based on such recommendations.
The performance of the Company’s named executive officers was evaluated as of the end of 2020, in the first quarter of 2021, after all financial information relative to the 2020 performance metrics for the annual cash incentive plan awards had been determined based on the Company’s 2020 Annual Report by the Compensation Committee, with assistance from the Compensation Consultant, to determine performance relative to the 2020 performance metrics for the annual cash incentive plan awards.
Components of Compensation in 2020
For 2020, the Company’s core executive compensation program consisted of the following elements: (1) annual base salary; (2) annual cash incentive plan award; and (3) awards of performance-based LTIP
 
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Units of the Operating Partnership. However, Ms. Gilmartin’s compensation for her service as interim Chief Executive Officer was outside of this core program, and is described below under “Interim Chief Executive Officer Compensation Arrangements”.
Base Salaries.   Base salaries are the fixed component of total compensation, and are established at levels the Compensation Committee deems appropriate for the function each executive officer performs. Base salaries are reviewed annually and with assistance from the Compensation Consultant and may be adjusted upward by the Compensation Committee from time to time. The table below sets forth the annual base salaries for the named executive officers in 2019 and 2020:
Executive Officer
2019 Base Salary
2020 Base Salary
Marshall B. Tycher
$ 800,000 $ 800,000
David J. Smetana
$ 450,000 $ 450,000
Ricardo Cardoso
$ 450,000 $ 550,000
Gary T. Wagner
$ 450,000 $ 450,000
Michael J. DeMarco(1)
$ 800,000 $ 800,000
Nicholas A. Hilton(2)
$ 450,000 $ 450,000
(1)
Mr. DeMarco’s employment with us ended on July 24, 2020, in connection with his previously disclosed termination without cause. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements” for further information.
(2)
Mr. Hilton’s employment with us ended on September 30, 2020. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — Hilton Separation Arrangements” for further information.
The Compensation Committee determined that 2020 base salaries for each of the named executive officers (except for Mr. Cardoso) would remain the same as their 2019 base salaries. Mr. Cardoso’s base salary was increased to better align with competitive market salaries for the Chief Investment Officer role.
Annual Cash Incentive Plan Compensation.   The Company’s policy of awarding annual cash incentive plan awards is designed to specifically relate executive pay to Company and individual performance and to provide financial rewards for the achievement of substantive Company objectives.
In March 2020, the Compensation Committee adopted and the Board of Directors approved an annual cash incentive plan for the named executive officers for 2020, which was designed to directly support the Company’s short-term goals.
For 2020, the Compensation Committee established annual cash incentive award opportunities for each named executive officer as a percentage of base salary as set forth in the table below. The target and maximum bonuses for each of Messrs. Smetana, Cardoso, and Wagner were increased from their 2019 levels of 75% and 100%, respectively, to 100% and 125% respectively, while Mr. DeMarco’s target bonus was increased from its 2019 level of 150% to 175%. These increases were approved by the Compensation Committee following a review of the Peer Group REIT data, and also reflected the Compensation Committee’s belief that the increased targets would appropriately incentivize the named executive officers in a market environment where achievement of the financial metrics could be uncertain, given the evolving nature of the coronavirus pandemic.
Executive
Threshold
Target
Maximum
Marshall B. Tycher
50% 125% 200%
David J. Smetana
50% 100% 125%
Ricardo Cardoso
50% 100% 125%
Gary T. Wagner
50% 100% 125%
Michael J. DeMarco(1)
75% 175% 250%
Nicholas A. Hilton(2)
50% 100% 125%
(1)
As noted above, Mr. DeMarco’s employment with us ended on July 24, 2020, and therefore Mr. DeMarco did not
 
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receive a bonus in respect of fiscal 2020 performance. Instead, pursuant to his former employment agreement with us, Mr. DeMarco received a prorated target bonus in connection with his termination of employment. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements” for further information.
(2)
As noted above, Mr. Hilton’s employment with us ended on September 30, 2020, and therefore Mr. Hilton did not receive a bonus in respect of fiscal 2020 performance. Instead, pursuant to his former employment agreement with us, Mr. Hilton received a prorated target bonus in connection with his termination of employment. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — Hilton Separation Arrangements” for further information.
The determination of 2020 annual cash incentive plan awards for the named executive officers was based on the achievement of certain performance measures approved by the Compensation Committee and ratified and adopted by the Board of Directors were as follows:
Metric
Weight
Threshold
Target
Maximum
Core Funds From Operations (FFO) per Share(1)
25%
$1.24
$1.30
$1.36
Adjusted FFO (AFFO) per Share(2)
25%
$0.75
$0.80
$0.85
Non-Financial Strategic Objectives(3)
30%
5 of 10
7 of 10
9 of 10
Individual Performance
20%
Compensation Committee’s Discretion
(1)
Core FFO is defined as FFO, as adjusted for items that may distort the comparative measurement of the Company’s performance over time, including the effect of the coronavirus pandemic on operations for 2020 (that is, the Company’s hotel and parking operations were disregarded for purposes of calculating Core FFO under our annual cash incentive plan, because those operations were significantly detrimentally impacted by the effects of COVID-19 health ordinances and policies, which restricted commuting to offices and hotel usage; notably, while other components of Core FFO were negatively affected by the coronavirus pandemic (for example, residential leases), the Compensation Committee believed that those components should not be disregarded so that the annual incentive plan payments more closely aligned with Company performance). For a reconciliation of FFO to net income, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funds From Operations, beginning on page 65 of the 2020 Annual Report.
(2)
Adjusted FFO is defined as Core FFO less (i) tenant improvements, leasing commissions and capital expenditures, (ii) straight-line rents and amortization of acquired below-market leases, and (iii) other non-cash income, plus (iv) other non-cash charges, and subject to adjustment for extraordinary leasing commissions payable in connection with large waterfront leases and other one-time costs with respect to defense suits and litigation relating to payroll taxes.
(3)
The non-financial strategic objectives consisted of the following performance goals:
(i)
the repayment of at least 50% of corporate debt outstanding ($450 million of $900 million);
(ii)
the completion of sales, contracts, or letters of intent for the majority of assets in each of four major suburban parks (Parsippany/Giralda; Monmouth (including Princeton); Short Hills; and Metropark);
(iii)
the successful negotiation of a new credit facility;
(iv)
the execution of contracts for disposition of certain non-core multi-family properties;
(v)
achievement of an 80% occupancy rate at the Company’s Hudson River waterfront properties or signing an anchor tenant lease for our “Plaza 1” development;
(vi)
completion of four multi-family projects in our construction pipeline;
(vii)
an agreement on terms for refinancing our Monaco multi-family facility loan;
(viii)
substantial elimination of our bonds maturing in April 2022;
(ix)
the retirement of at least 600,000 units in our Operating Partnership to simplify our capital structure; and
(x)
the commencement of construction on our Park Parcel property.
Target Core FFO per share was set by the Compensation Committee at the midpoint of the Core FFO per share guidance published by the Company in February 2020. The Target Core FFO goal for 2020 was lower than the Target Core FFO goals for 2019 based on the planned disposition of several properties in connection with the strategic repositioning of the Company’s portfolio. In 2020, the Company successfully sold eighteen office properties, two multi-family rental properties and three developable land properties for net sales proceeds of approximately $389.7 million. The deployment of proceeds from those dispositions to
 
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repay outstanding debt of the Company and investment in multi-family residential acquisitions and development were not expected to contribute to FFO in 2020. The Target Adjusted FFO goal for 2020 was the same as the Target Adjusted FFO goal for 2019, but with a tighter range between the Threshold and Target and Target and Maximum levels, based on the reduced size of the Company’s property portfolio relative to the prior year. The non-financial strategic objectives for the Company’s 2020 annual cash incentive plan were approved by the Compensation Committee based on the Company’s short-term strategy in 2020. In establishing these metrics, the Compensation Committee also determined that the Company’s proxy costs, excess board fees, and other related expenses, as well as effects from the coronavirus pandemic would be excluded from the calculation of achievement for any metrics that were adversely affected. Finally, the Compensation Committee felt that an additional component related to individual performance in fiscal 2020 was appropriate to evaluate and reward individual performance accomplishments.
In March 2021, after the filing of the 2020 Annual Report, the Compensation Committee assessed the performance of the named executive officers in 2020 relative to the above 2020 performance measures for the Company and made the following determination:

the Core FFO per Share for the year was $1.24, equal to the threshold performance goal, as adjusted to reflect the impact of the coronavirus pandemic on operations in 2020 (that is, the Company’s hotel and parking operations were disregarded for purposes of calculating Core FFO under our annual cash incentive plan, because those operations were significantly detrimentally impacted by the effects of COVID-19 health ordinances and policies, which restricted commuting to offices and hotel usage; notably, while other components of Core FFO were negatively affected by the coronavirus pandemic (for example, residential leases), the Compensation Committee believed that those components should not be disregarded so that the annual incentive plan payments more closely aligned with Company performance);

the Adjusted FFO per Share was $0.80, equal to the target performance goal, as adjusted to reflect the impact of the coronavirus pandemic on operations in 2020 (that is, as described above, the Company’s hotel and parking operations were disregarded for purposes of calculating Core FFO under our annual cash incentive plan, because those operations were significantly detrimentally impacted by the effects of COVID-19 health ordinances and policies, which restricted commuting to offices and hotel usage; notably, while other components of Core FFO were negatively affected by the coronavirus pandemic (for example, residential leases), the Compensation Committee believed that those components should not be disregarded so that the annual incentive plan payments more closely aligned with Company performance);

achievement of each strategic goal was as set forth in the below table:
Strategic Goal
Description of Performance
Goal
Achieved?
Repayment of at least 50% of corporate debt outstanding ($450 million of $900 million)
$304M in corporate debt paid down (68% achievement)
[MISSING IMAGE: tm2113893d1-icon_yelltick4c.jpg]
Completion of sales, contracts, or letters of intent for the majority of assets in each of four major suburban parks (Parsippany/Giralda; Monmouth (including Princeton); Short Hills; and Metropark)
As of year-end, $271M of sales in the major suburban parks were completed, with an additional $695M under contract
[MISSING IMAGE: tm2113893d1-icon_gretick4c.jpg]
Successful negotiation of a new credit facility
Not completed due to COVID-19-related financing difficulties
[MISSING IMAGE: tm2113893d1-icon_cross4c.jpg]
Execution of contracts for disposition of certain non-core multi-family properties
Sale of Crystal House closed on December 31, 2020 for $377M; further dispositions were delayed by the COVID-19 environment (75% of this goal was considered achieved)
[MISSING IMAGE: tm2113893d1-icon_yelltick4c.jpg]
Achievement of an 80% occupancy rate at the Company’s Hudson River waterfront properties or signing an anchor tenant lease for our “Plaza 1” development
76.9% leased as of end of 2020 (COVID-19 impact on office utilization prevented achievement of 80% occupancy)
[MISSING IMAGE: tm2113893d1-icon_cross4c.jpg]
Completion of four multi-family projects in our construction pipeline
One project delivered before end of 2020; two projects commenced leasing operations in early February 2021 following construction delays;
[MISSING IMAGE: tm2113893d1-icon_yelltick4c.jpg]
 
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Strategic Goal
Description of Performance
Goal
Achieved?
final project delivered in early 2021 (50% of this goal was considered achieved)
Agreement on terms for refinancing our Monaco multi-family facility loan
Facility refinanced in Q4 2020 with Northwestern Mutual
[MISSING IMAGE: tm2113893d1-icon_gretick4c.jpg]
Substantial elimination of our bonds maturing in April 2022
None of April 2022 bond issue eliminated due to COVID-19 delays in sales of suburban office assets (which delayed receipt of cash proceeds)
[MISSING IMAGE: tm2113893d1-icon_cross4c.jpg]
Retirement of at least 600,000 units in our Operating Partnership to simplify our capital structure
As of year-end, approximately 121,000 units had been retired and an additional 678,000 units were under contract for retirement
[MISSING IMAGE: tm2113893d1-icon_gretick4c.jpg]
Commencement of construction on our Park Parcel property
Construction delayed due to COVID-19
[MISSING IMAGE: tm2113893d1-icon_cross4c.jpg]
•   Key:  [MISSING IMAGE: tm2113893d1-icon_gretick4c.jpg] = Goal Achieved;  [MISSING IMAGE: tm2113893d1-icon_yelltick4c.jpg] = Goal Partially Achieved;  [MISSING IMAGE: tm2113893d1-icon_cross4c.jpg] = Goal Not Achieved

The Compensation Committee believed that, for purposes of determining the overall level of achievement of the non-financial strategic objectives, it was appropriate to eliminate the goals related to the elimination of the April 2022 bond issue (because suburban office asset dispositions were delayed from March 2020 to the end of the third quarter of 2020 due to the COVID-19 environment, which delayed receipt of cash proceeds to be used to retire the bonds), the achievement of an 80% lease rate at our Hudson River waterfront properties (because of the significant decrease in general utilization of office space by companies during the pandemic, as employees functioned in a remote working environment), and the start of construction on our Park Parcel property (because the Board implemented a moratorium on new development due to the impact of COVID-19). Of the remaining seven goals, three were fully achieved (i.e., at 100%), three were partially achieved (i.e., at 75%, 68%, and 50%), and one was not achieved (i.e., at 0%), which averaged 70% achievement. Since the original target for the non-financial strategic goals was set at 7 out of 10 goals (i.e., 70% of the goals), the Compensation Committee thought it was appropriate to treat the non-strategic financial goals as achieved at the target level, because 70% of the non-eliminated strategic goals were achieved as described in the table above; and

Each of Messrs. Tycher, Smetana, Cardoso, and Wagner achieved individual performance at the maximum level. In so determining, the Compensation Committee considered how the management team addressed the effects of the COVID-19 pandemic while continuing to execute the Company’s go-forward strategy, as well as the following specific achievements in fiscal 2020:

our office rent collections averaged 97%, while residential rent collections averaged 98%;

our Emery location, a new development, was 90% leased (even during the COVID-19 pandemic);

successful refinancing of a construction loan related to our Emery location;

elimination of a corporate balance pledge of $8.4 million related to the Emery location;

the successful sale of our Crystal House asset at a 3.3% cap-rate;

the sale of our New Brunswick asset for $47 million, which successfully eliminated a non-core asset;

all four of the Company’s major suburban office parks were under contract or sold for an aggregate of approximately $900 million in proceeds and at prices within 3% of net asset value;

successful maintenance of covenant compliance under our current credit line despite facing headwinds on transient and short-term lease income;

suburban office sales of approximately $337 million despite financing challenges in the pandemic environment;

successful refinancing of our Monaco loan in November 2020;

leasing approximately 129,000 square feet of our Jersey City waterfront properties;
 
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successful implementation of our YARDI accounting system;

completion of credit line amendments to allow for appraisals of assets with high vacancies to maintain compliance with our leverage ratios;

implementation of an in-house construction team with detailed budgeting and cost-overrun controls;

implementation of COVID-19 safety protocols at all of our commercial and office properties; and

elimination of 816,917 units in our Operating Partnership, mainly through structuring for asset sale redemptions.
Accordingly, the total 2020 cash incentive plan payouts for each of the named executive officers (other than Ms. Gilmartin) under the cash incentive plan were as follows:
Executive Officer
2020 Bonus
Marshall B. Tycher
$ 970,000
David J. Smetana
$ 416,250
Ricardo Cardoso
$ 508,750
Gary T. Wagner
$ 416,250
Michael J. DeMarco(1)
Nicholas A. Hilton(2)
(1)
As noted above, Mr. DeMarco’s employment with us ended on July 24, 2020, and therefore Mr. DeMarco did not receive a bonus in respect of fiscal 2020 performance. Instead, pursuant to his former employment agreement with us, Mr. DeMarco received a prorated target bonus in connection with his termination of employment. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control —  DeMarco Separation Arrangements” for further information.
(2)
As noted above, Mr. Hilton’s employment with us ended on September 30, 2020, and therefore Mr. Hilton did not receive a bonus in respect of fiscal 2020 performance. Instead, pursuant to his former employment agreement with us, Mr. Hilton received a prorated target bonus in connection with his termination of employment. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control —  Hilton Separation Arrangements” for further information.
Long-Term Incentives.   The Company utilizes long-term incentive compensation in the form of service-based and performance-based equity awards to focus executives on the long-term performance of the Company, to retain key executives, to align their interests with those of our stockholders, and to promote the success and enhance the value of the Company. The Compensation Committee, together with the Compensation Consultant, designed the long-term incentives for the named executive officers to be strongly tied to objective, quantifiable long-term performance metrics in line with current trends and recognized corporate governance “best practices.”
2020 Long-Term Incentive Grants.   In March 2020, the Compensation Committee adopted and the Board of Directors approved the grant of long-term incentive plan (“LTIP”) awards to the management teams of the Company and Roseland, including all of the Company’s named executive officers, other than Ms. Gilmartin (the “2020 LTIP Awards”). In prior years, the named executive officers were granted a combination of time-based and performance-based LTIPs. For 2020, in order to emphasize pay-for-performance and provide more upside potential, as well as downside risk, in the long-term incentive program, 100% of the grants were subject to performance-based vesting. All of the 2020 LTIP Awards were in the form of LTIP Units and were made under the stockholder approved Mack-Cali Realty Corporation 2013 Incentive Stock Plan (the “2013 Plan”).
The 2020 LTIP Awards, in the form of performance-based awards, were made pursuant to the 2020 Outperformance Plan adopted by the Company’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreements (the “2020 OPP”), to align executive and stockholder interests by tying executive performance to TSR. The 2020 OPP was designed to align the interests of senior management to relative and absolute stock performance of the Company over a three-year performance period from March 24, 2020 through March 23, 2023. Participants in the 2020
 
39

 
OPP will only earn the full awards if, over the three-year performance period, the Company achieves a thirty-six percent (36%) absolute TSR and if the Company’s TSR is in the 75th percentile of performance as compared to a peer group of twenty-four office REITs, diversified REITs, and multi-family REITs (the “TSR Peer Group”). For the 2020 OPP, the TSR Peer Group is comprised of the following companies: American Assets Trust, Inc.; Apartment Investment and Management Company; AvalonBay Communities, Inc.; Boston Properties, Inc.; Brandywine Realty Trust; Camden Property Trust; Columbia Property Trust, Inc.; Corporate Office Properties Trust; Cousins Properties Incorporated; Douglas Emmett, Inc.; Empire State Realty Trust, Inc.; Equity Residential; Essex Property Trust, Inc.; Highwoods Properties, Inc.; Hudson Pacific Properties, Inc.; Independence Realty Trust, Inc.; JBG SMITH Properties; Kilroy Realty Corporation; Mid-America Apartment Communities, Inc.; Paramount Group, Inc.; Piedmont Office Realty Trust, Inc.; SL Green Realty Corp.; UDR, Inc.; and Washington Real Estate Investment Trust.
Under the 2020 OPP, the named executive officers (other than Ms. Gilmartin) have the opportunity to vest in the 2020 LTIP Awards, which ultimately may be settled in shares of Common Stock, according to the following schedule, with linear interpolation for performance between the specified levels:
Absolute TSR (50% of
total 2020 LTIP
Units)
Relative TSR (50% of total
2020 LTIP Units)
Performance Level
Company
Absolute
3-Year TSR
Payout as %
of Maximum
LTIP Units
CLI 3-Year
TSR
Percentile Rank
Payout as %
of Maximum
LTIP Units
< Threshold
<18% 0%
<35th Percentile
0%
Threshold
18% 25%
35th Percentile
25%
Target
27% 62.5%
55th Percentile
62.5%
Maximum
36% 100%
75th Percentile
100%
The threshold, target and maximum TSR metrics were designed to promote value creation over a long-term period and reward management only after our stockholders receive a meaningful return. If the designated performance objectives are achieved, 2020 LTIP Awards are also subject to further time-based vesting requirements, with fifty percent (50%) of the 2020 LTIP Awards earned vesting at the end of the performance period on March 23, 2023, and the remaining fifty percent (50%) of the 2020 LTIP Awards vesting in two equal installments on March 23, 2024 and March 23, 2025.
The named executive officers (other than Ms. Gilmartin) of the Company received the following 2020 LTIP Awards in the amounts set forth in the table below.
Executive Officer
2020 Maximum
LTIP
Units(1)
Marshall B. Tycher
273,224
David J. Smetana
68,306
Ricardo Cardoso
68,306
Gary T. Wagner
68,306
Michael J. DeMarco(2)
546,448
Nicholas A. Hilton(3)
68,306
(1)
2020 LTIP Units have a grant date fair value of $7.32 per maximum LTIP Unit calculated in accordance with ASC 718 using the Monte Carlo Method.
(2)
As further described below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements,” Mr. DeMarco is eligible to vest in a prorated amount of his outstanding performance-based annual LTIP awards, including the 2020 LTIP Units, at the end of the applicable performance periods, based on actual performance.
(3)
As further described below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — Hilton Separation Arrangements,” Mr. Hilton is eligible to vest in a prorated amount of his outstanding performance-based annual LTIP awards, including the 2020 LTIP Units, at the end of the applicable performance periods, based on actual performance.
 
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LTIP Units were issued on March 24, 2020, but will remain subject to forfeiture depending on the extent that the 2020 LTIP Awards vest. The number of LTIP Units initially issued to recipients of the 2020 LTIP Awards was the maximum number of LTIP Units that may be earned under the awards. The number of 2020 LTIP Units that actually vest for each award recipient (subject to the time-based vesting requirements) will be determined at the end of the performance measurement period. TSR for the Company and for the TSR Peer Group over the three-year measurement period and other circumstances will determine how many 2020 LTIP Units vest for each recipient (subject to the time-based vesting requirements); if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date.
Prior to the end of the performance period for the 2020 LTIP Units, recipients of 2020 LTIP Units will be entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on a Common Unit, but will not be entitled to receive any special distributions. Distributions with respect to the other nine-tenths (90%) of regular quarterly distributions payable on a Common Unit will accrue but shall only become payable upon vesting of the LTIP Unit. After the end of the measurement period for the 2020 LTIP Units, holders of the 2020 LTIP Units, both vested and unvested pending satisfaction of the time-based vesting requirements, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on a Common Unit.
LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. As a general matter, the profits interest characteristics of the LTIP Units mean that initially they will not be economically equivalent in value to a Common Unit. If and when events specified by applicable tax regulations occur, LTIP Units can over time increase in value up to the point where they are equivalent to Common Units on a one-for-one basis. After LTIP Units are fully vested, and to the extent the special tax rules applicable to profits interests have allowed them to become equivalent in value to Common Units, LTIP Units may be converted on a one-for-one basis into Common Units. Common Units in turn have a one-for-one relationship in value with shares of Common Stock, and are redeemable on a one-for-one basis for cash or, at the election of the Company, shares of Common Stock.
On March 24, 2020, the Company in its capacity as sole general partner of the Operating Partnership, adopted the Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of December 11, 1997 (as amended, the “Partnership Agreement”), to create new classes of LTIP Units under the Partnership Agreement in connection with the 2020 LTIP Awards.
2018 Outperformance Plan (“2018 OPP”).   On April 20, 2018, the Company granted LTIP awards (the “2018 LTIP Awards”) to senior management of the Company, including the Company’s named executive officers (other than Ms. Gilmartin). All of the 2018 LTIP Awards were in the form of LTIP Units in the Operating Partnership and constitute awards under the 2013 Plan. For Messrs. DeMarco and Tycher, approximately twenty-five percent (25%) of the target 2018 LTIP Award was in the form of a time-based award with a cliff vest after three years on April 20, 2021 (the “2018 TBV LTIP Units”), and the remaining approximately seventy-five percent (75%) of the target 2018 LTIP Award was in the form of a performance-based award (the “2018 PBV LTIP Units”) under an Outperformance Plan adopted by the Company’s Board of Directors consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2018 OPP”). For all other executive officers, fifty percent (50%) of the target 2018 LTIP Award was in the form of 2018 TBV LTIP Units and the remaining fifty percent (50%) of the target 2018 LTIP Award was in the form of 2018 PBV LTIP Units. The 2018 TBV LTIP Units vested on April 20, 2021 (except that Mr. DeMarco vested in a prorated amount upon his termination of employment with us, as described below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements”).
The 2018 OPP was designed to align the interests of senior management to relative and absolute stock performance of the Company over a three-year performance period from April 20, 2018 through April 19, 2021. Participants in the 2018 OPP would only earn the full awards if, over the three-year performance period, the Company had achieved a thirty-six percent (36%) absolute TSR and if the Company had been in the 75th percentile of performance versus the TSR Peer Group. As of the end of the three-year performance period ended April 19, 2021, the 2018 PBV LTIP Units finished below threshold for the absolute TSR component and at the 55th percentile of performance versus the TSR Peer Group, which was target for the
 
41

 
relative TSR component. Accordingly, 169,578 of the 2018 PBV LTIP Units vested and 373,073 of the 2018 PBV LTIP Units did not vest and were forfeited.
Severance and Change-in-Control Payments.   Each of our named executive officers (other than Ms. Gilmartin) was subject to an employment agreement with the Company in 2020. These agreements provide for certain severance benefits in the event of termination of their employment in certain circumstances. These benefits are commonly offered among peer companies, and therefore enable us to attract and retain key talent. In particular, they ensure the retention of our named executive officers when considering potential transactions which may create uncertainty as to their continued employment. The employment agreements for each of the named executive officers that were in effect in 2020 provided for severance payments in the event of involuntary termination without cause or constructive termination for good reason and double trigger severance benefits in the event of a change in control that are generally one and one-half (1.5) or two (2.0) times (up to three (3.0) times, for Mr. DeMarco) the sum of annual base salary and bonus for the named executive officer. See “Executive Compensation — Employment Contracts; Potential Payments Upon Termination or Change in Control” for a summary of the terms and conditions of the severance provisions in the employment agreements of the named executive officers.
As noted above, Mr. DeMarco’s employment with us ended on July 24, 2020, in connection with his previously disclosed termination without cause, and Mr. DeMarco was provided with the severance payments and benefits set forth in his former employment agreement with us. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements” for further information.
Benefits and Other Compensation
401(k) Savings Plan.   The Company maintains a tax-qualified defined contribution plan (the “401(k) Plan”) for the benefit of all its eligible employees, including the named executive officers. The provisions and features of the plan apply to all participants in the plan, including the named executive officers. Eligible employees may elect to defer from one percent (1%) up to sixty percent (60%) of their annual compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law. The amounts contributed by employees are immediately vested and non-forfeitable. The Company may make discretionary matching or profit sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year. Participants are always one-hundred percent (100%) vested in their pre-tax contributions and will begin vesting in any matching or profit sharing contributions made on their behalf after two years of service with the Company at a rate of twenty percent (20%) per year, becoming one-hundred percent (100%) vested after a total of six years of service with the Company. All contributions are allocated as a percentage of compensation of the eligible participants for the plan year. The assets of the 401(k) Plan are held in trust and a separate account is established for each participant. A participant may receive a distribution of his or her vested account balance in the 401(k) Plan in a single sum or in installment payments upon his or her termination of service with the Company. In 2020, there were $771,000 in discretionary matching or profit sharing contributions made by the Company to the plan on behalf of all employees, including $34,000 on behalf of the named executive officers.
Other Compensation.   The Company offers limited perquisites to certain of its executive officers in the form of vehicle allowances. See note 7 under “Executive Compensation — Summary Compensation Table.” The Company does not offer qualified or non-qualified defined benefit plans to its executive officers or employees, nor does it offer non-qualified defined contribution plans.
Interim Chief Executive Officer Compensation Arrangements
Ms. Gilmartin was appointed to serve as our interim Chief Executive Officer, effective as of July 25, 2020. Ms. Gilmartin, although an executive officer, was not engaged as our employee; her services as interim Chief Executive Officer were made available through a letter agreement (the “Interim CEO Agreement”) that we entered into on July 24, 2020 with MAG Partners, an entity wholly owned by Ms. Gilmartin. As compensation for making Ms. Gilmartin available to serve as our interim Chief Executive Officer, MAG Partners was provided with cash compensation consisting of (i) a monthly fee of $150,000, (ii) a one-time cash sign-on bonus of $300,000, (iii) a one-time completion bonus at the end of Ms. Gilmartin’s appointment (but no later than March 12, 2021) equal to $200,000 (unless the appointment was ended by the Board of
 
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Directors for cause), and (iv) reimbursement for up to $10,000 in legal fees incurred in connection with negotiating the Interim CEO Agreement. In addition, MAG Partners was granted a fully vested stock option to purchase up to 230,000 shares of our Common Stock, with an exercise price of $14.39 per share, and up to 100,000 shares of our Common Stock with an exercise price of $20.00 per share (subject to forfeiture if Ms. Gilmartin’s appointment was ended by the Board of Directors for cause, or by MAG Partners within the first six (6) months of Ms. Gilmartin’s appointment). However, 157,505 of these stock options were granted subject to stockholder approval of a sufficient increase in the number of shares of Common Stock available for issuance under our 2013 Plan, as further described in Proposal 2 set forth in this Proxy Statement. (If, however, a change in control transaction occurred prior to our 2021 Annual Meeting, these stock options would be canceled and cashed out for their “spread value,” if any.) While serving as our interim Chief Executive Officer, Ms. Gilmartin did not receive any additional fees or other compensation for her service as a director on the Board of Directors or on the Roseland Residential Trust board of directors.
On January 22, 2021, the Interim CEO Agreement was extended for up to six (6) months, expiring upon the earlier of (i) July 25, 2021, (ii) the commencement of appointment of a Chief Executive Officer of the Company, or (iii) a date selected by the Board of Directors. MAG Partners will continue to receive the $150,000 monthly fee described above through July 25, 2021 (unless the Board of Directors terminates the Interim CEO Agreement for cause), and, in exchange, agreed to make Ms. Gilmartin available to transition her duties to her successor for any balance of the extension period following the appointment of a permanent Chief Executive Officer. Ms. Gilmartin’s appointment as our interim Chief Executive Officer ended upon the appointment of Mahbod Nia as our permanent Chief Executive Officer effective March 8, 2021, as further described below under “Looking Ahead: Chief Executive Officer Appointment.”
Equity Ownership Guidelines
In order to align the interests of our directors and executives with the interests of our stockholders, we adopted stock ownership guidelines for executive officers and non-employee directors in April 2021. Minimum required ownership levels for executive officers are a multiple of base salary and for non-employee directors are a multiple of the annual cash retainer as follows:
Multiple of Salary/Retainer
CEO
5x Salary
EVP-level
2x Salary
Non-Employee Directors
5x Cash Retainer
Shares that count toward ownership include: directly owned shares of Common Stock, directly owned units of limited partnership interest of Mack-Cali (“LTIP Units”), beneficially owned shares held indirectly (e.g., by immediate family members or trusts), vested share units in a non-qualified deferral arrangement and shares held in the 401(k) plan. Until the required ownership level is achieved, the executive or director must retain 50% of the shares remaining after payment of taxes and, if applicable, the exercise price upon the exercise of stock options, conversion of AO LTIPs, or vesting of time-based or performance-based stock units or LTIP units.
Prior to April 2021, equity ownership guidelines applied to the Chief Executive Officer and required the executive to own an aggregate of 250,000 shares of the Common Stock (“Shares”) or any derivatives that may be settled in shares of the Common Stock (“Derivatives”), within three years of being appointed. These guidelines did not apply to Ms. Gilmartin in her role as our interim Chief Executive Officer.
Compensation Clawback Policy
In April 2021, we adopted a compensation clawback policy that enables the Board to recover performance-based cash and equity incentive compensation paid to certain current or former executives (“Covered Employees” as defined below) in the event of a restatement of our financial results in certain circumstances, as described below. Specifically, the policy provides that (i) if we are required to restate our financial statements due to material non-compliance by the Company with any financial reporting requirement under the securities laws (other than a restatement due to changes in accounting policy, generally accepted accounting principles or applicable law), (ii) fraud or willful misconduct contributed to the requirement to
 
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restate our financial statements; and (iii) a lower incentive-based compensation award would have been made to one of more Covered Employees based on the restated financial results, then the Board is entitled to recover the overpayment. Covered Employees include current and former executive officers and any current or former employee required by the Company to provide backup certifications for quarterly financial reports. The policy permits clawback from any Covered Employee who received an overpayment, irrespective of whether the executive contributed to the fraud or willful misconduct. The policy applies to any overpayment received after the effective date of the policy, based on the affected consolidated financial statements for up to three years after an incentive-based compensation award is earned.
Anti-Hedging/Anti-Pledging Policy
The Board of Directors has adopted a policy that provides that executive officers, employees, and directors may not acquire securities issued by the Company or any of its affiliates using borrowed funds, may not use margin in respect of securities issued by the Company or any of its affiliates, may not pledge securities issued by the Company or any of its affiliates as collateral, and may not engage in hedging or other transactions with respect to their ownership of securities issued by the Company or its affiliates, each of which the Board of Directors believes would be inconsistent with the purposes and intent of the stock ownership guidelines applicable to directors and the Chief Executive Officer.
Compensation Risk Assessment
In setting compensation, the Compensation Committee considers the risks to our stockholders and to achievement of our goals that may be inherent in our compensation programs. At the direction of the Compensation Committee, we conducted a risk assessment of our compensation programs, including our executive compensation programs. The Compensation Committee reviewed and discussed the findings of this assessment and concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not incentivize employees to take unnecessary or excessive risks. Although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe our executive compensation plans are appropriately structured and are not reasonably likely to result in a material adverse effect on the Company. We considered the following elements of our executive compensation plans and policies when evaluating whether such plans and policies encourage our executives to take unreasonable risks:

We set performance criteria that we believe are reasonable in light of past performance and market conditions, and we use a variety of performance metrics that we believe correlate to long-term creation of stockholder value and that are affected by management decisions;

Our executive compensation program includes an appropriate balance of fixed versus variable pay, cash versus equity, and short-term versus long-term incentive compensation elements;

We provide a significant portion of long-term incentive compensation in the form of LTIP Units. The amounts ultimately earned under the awards are tied to how we perform over a three-year measurement period based on attainment of absolute and relative TSR performance, and a portion of the LTIP Units are subject to additional years of service vesting, which focuses management on sustaining our long-term performance;

Assuming achievement of at least a minimum level of performance, payouts under our performance-based awards have a range of payout opportunity and may result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach; and

The Compensation Committee considers non-financial and other qualitative performance factors in determining actual compensation payouts.
In sum, we believe our executive compensation program is structured so that (i) we maintain a conservative risk profile that aims to achieve strong stockholder returns and long-term results; (ii) we avoid the type of disproportionately large short-term incentives that could encourage executives to take risks that may not be in our long-term interests; (iii) we provide incentives to manage for long-term performance; and (iv) a considerable amount of wealth of our executives is tied to our long-term success. We believe this combination of factors encourages our executives to manage the Company in a prudent manner. The
 
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Compensation Committee specifically considered compensation risk implications during its deliberations on annual cash incentive plan awards and performance metrics for all executive officers.
Looking Ahead: Chief Executive Officer Appointment
On March 2, 2021, the Company, the Operating Partnership and Mack-Cali UK Ltd., a wholly owned subsidiary of the Operating Partnership, entered into an employment agreement with Mahbod Nia (the “Nia Employment Agreement”) as the Company’s new Chief Executive Officer that provides as follows:

An initial term of 3 years, commencing on March 8, 2021 (the “Effective Date”), subject to automatic annual renewals thereafter unless earlier terminated;

An annual base salary of $800,000, subject to potential merit increases (but not decreases) each year;

A target annual bonus opportunity of 150% of base salary (the “Target Bonus”), with a threshold bonus of 50% of the Target Bonus, and a maximum bonus of 200% of the Target Bonus, based on performance goals to be established annually by the Compensation Committee;

A one-time sign-on “inducement” award of 950,000 stock options to purchase the Company’s Common Stock, granted on March 10, 2021, at an exercise price equal to $15.79 per share, which will vest and become exercisable in 3 substantially equal installments on each of the first 3 anniversaries following the date of grant (the “Sign-On Award”).

Each calendar year while Mr. Nia is employed (including 2021), Mr. Nia will be eligible for an annual equity award under the Company’s then-current equity incentive plan with a target annual aggregate grant date fair value of $4,000,000. One-half of each annual equity award will vest subject to time-based vesting conditions, and the remaining one-half of each annual equity award will vest subject to performance-based vesting conditions.

In addition to standard employee benefits (including health coverage for Mr. Nia and his dependents in the U.S. and the U.K., not to exceed a cost to the Company of $25,000 per year), Mr. Nia will receive up to $30,000 per year in tax compliance assistance, reimbursement of attorneys’ fees in connection with negotiating the Employment Agreement up to $100,000, and, in the event that Mr. Nia relocates his principal residence to the Jersey City, New Jersey metropolitan area, reimbursement for relocation costs up to $50,000 in the aggregate.

Upon a termination on account of death or disability, Mr. Nia, or his beneficiaries in the case of death, will receive accrued and unpaid base salary, expense reimbursement and benefits under the applicable health and welfare plans through the termination date, a prorated Target Bonus for the year of termination, up to 12 months of continued medical coverage for Mr. Nia and his dependents, and vesting of a prorated portion of the next installment of the Sign-On Award scheduled to vest. Other outstanding equity awards will be treated in accordance with their terms.

Upon a termination without “cause” ​(as defined in the Employment Agreement) or by Mr. Nia for “good reason” ​(as defined in the Employment Agreement), subject to execution of a release of claims, Mr. Nia will be entitled to (i) cash severance equal to 2 times (the “Multiplier”) the sum of his base salary and Target Bonus, paid in equal installments over a 2-year period following the date of his termination, but, if such termination occurs within the period commencing 3 months prior to a “change in control” ​(as defined in the Employment Agreement) and ending 1 year following a “change in control,” the Multiplier will increase to 3 times and the cash severance will be paid in a lump sum; (ii) up to 18 months of continued medical coverage for Mr. Nia and his dependents; (iii) accelerated vesting of any then-outstanding portion of the Sign-On Award or other time-based equity awards; and (iv) eligibility to vest in a prorated amount of outstanding performance-based equity awards, based on the amount of time Mr. Nia remained employed during the applicable performance period and actual performance over the applicable performance period.

Under the Employment Agreement, Mr. Nia will be subject to certain restrictive covenants, including non-competition and non-solicitation covenants during his employment and for 1 year following termination of employment, and perpetual confidentiality and non-disparagement covenants.
 
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Compensation Committee Report
The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement (and incorporated by reference into the Company’s 2020 Annual Report). This report is provided by the following independent directors, who comprise all of the members of the Compensation Committee:
EXECUTIVE COMPENSATION AND OPTION COMMITTEE OF THE BOARD OF DIRECTORS
Frederic Cumenal, Chair
Michael Berman
A. Akiva Katz
Compensation Committee Interlocks and Insider Participation
On and following June 12, 2020, the 2020 Compensation Committee consisted of Frederic Cumenal, Chair, Michael Berman, and A. Akiva Katz. Prior to June 12, 2020, the 2020 Compensation Committee consisted of Lisa Myers, Chair, Laura H. Pomerantz, Irvin D. Reid and Rebecca Robertson. No member of the Compensation Committee was at any time in 2020 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related-person transaction in the section “Certain Relationships and Related Transactions” of this Proxy Statement. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board of Directors or Compensation Committee at any time in 2020.
 
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EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the compensation of our named executive officers for the Company’s fiscal years ended December 31, 2020, 2019, and 2018, respectively. Information for Ms. Gilmartin and Mr. Hilton is only shown for fiscal 2020, as Ms. Gilmartin and Mr. Hilton initially became named executive officers in fiscal 2020. For Ms. Gilmartin, the table below only shows compensation paid to MAG Partners in respect of Ms. Gilmartin’s service as our interim Chief Executive Officer. For a summary of the compensation paid to Ms. Gilmartin in her capacity as a non-employee director in 2020 prior to her appointment as interim Chief Executive Officer, see “Director Compensation,” below.
Summary Compensation Table
Name and Principal Position
Year
Salary ($)(1)
Bonus ($)(2)
Stock
Awards ($)(3)
Option
Awards ($)(4)
Non Equity
Incentive Plan
Compensation ($)(5)
All Other
Compensation ($)
Total ($)
MaryAnne Gilmartin
Former Interim Chief Executive Officer
2020 764,384 500,000 508,860 10,000(6) 1,783,244
Marshall B. Tycher
Chairman of Roseland
2020 800,000 2,000,000 970,000 3,770,000
2019 800,000 2,000,004 1,360,000 7,615 4,167,619
2018 800,000 2,199,995 1,312,000 18,000 4,329,995
David J. Smetana
Chief Financial Officer
2020 450,000 500,000 416,250 15,600(7) 1,381,850
2019 450,000 400,007 405,000 15,600 1,270,607
2018 402,281 300,009 396,000 13,800 1,112,090
Ricardo Cardoso
Chief Investment Officer
2020 482,693 500,000 508,750 15,600(7) 1,507,043
2019 450,000 400,007 405,000 15,600 1,270,607
2018 450,000 399,995 396,000 15,600 1,261,595
Gary T. Wagner
General Counsel and Secretary
2020 450,000 500,000 416,250 1,366,250
2019 450,000 400,007 405,000 6,600 1,261,607
2018 450,000 399,995 396,000 15,600 1,261,595
Michael J. DeMarco
Former Chief Executive
Officer
2020 492,308 3,999,999 5,287,513(8) 9,779,820
2019 800,000 4,000,001 2,487,500 1,680,000 8,967,501
2018 800,000 3,999,999 1,312,000 6,111,999
Nicholas A. Hilton
Former Executive Vice
President of Leasing
2020 360,000 500,000 1,791,244(7)(9) 2,651,244
(1)
This column includes base salary paid to our named executive officers, except for Ms. Gilmartin. With respect to Ms. Gilmartin, this column includes the monthly cash fees paid to MAG Partners pursuant to which Ms. Gilmartin’s services as interim Chief Executive Officer were made available to us.
(2)
This column includes the $300,000 sign-on bonus paid to MAG Partners in connection with the appointment of Ms. Gilmartin to serve as our interim Chief Executive Officer, as well as the $200,000 completion bonus paid to MAG Partners on March 12, 2021.
(3)
Amounts shown represent the grant date fair value of LTIP Unit awards granted to each of the named executive officers in 2020, as calculated in accordance with ASC 718. For a discussion of the Company’s assumptions and accounting treatment of its equity compensation awards, see Note 2: Significant Accounting Policies — Stock Compensation, to the Company’s financial statements beginning on page 94 of the 2020 Annual Report. In 2020, the grant date fair values for the LTIP Unit awards, all of which were subject to performance-based vesting conditions, for Messrs. DeMarco, Tycher, Smetana, Cardoso, Wagner and Hilton, in the maximum amounts of 546,448, 273,224, 68,306, 68,306, 68,306 and 68,306 LTIP Units, respectively, was $7.32 per Unit calculated using the Monte Carlo method, disregarding for this purpose the estimate of forfeitures related to time-based vesting conditions.
(4)
On July 24, 2020, in connection with the appointment of Ms. Gilmartin to serve as our interim Chief Executive Officer, MAG Partners was granted 230,000 stock options with an exercise price of $14.39 per share (the “Regular Options”) and 100,000 stock options with an exercise price of $20.00 per share (the “Premium Options”). Although all of the stock options were fully vested, 57,505 of the Regular Options and all 100,000 of the Premium Options (together, the “Approval-Subject Options”) were granted expressly subject to and conditioned upon (and may not be exercised, in whole or in part, until) the approval by the Company’s stockholders at or before the Annual Meeting of a sufficient increase in the number of shares of Common Stock available for issuance under the
 
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Company’s equity compensation plans to cover the Approval-Subject Options. If such stockholder approval is not obtained at the Annual Meeting, then Approval-Subject Options shall be immediately forfeited for no consideration immediately following the Annual Meeting. Amounts shown in fiscal 2020 represent the grant date fair value of the 172,495 fully vested stock options awarded to MAG Partners in connection with the appointment of Ms. Gilmartin to serve as our interim Chief Executive Officer, as calculated in accordance with ASC 718. For a discussion of the Company’s assumptions and accounting treatment of its equity compensation awards, see Note 2: Significant Accounting Policies — Stock Compensation, to the Company’s financial statements beginning on page 94 of the 2020 Annual Report.
(5)
The 2020 annual cash incentive plan awards were paid on March 2, 2021 in respect of 2020 performance based on the achievement of the 2020 performance metrics. See “Compensation Discussion and Analysis — Components of Compensation in 2020 — Annual Cash Incentive Plan Compensation” above.
(6)
Includes reimbursement of legal expenses paid to MAG Partners in connection with negotiating the Interim CEO Agreement.
(7)
Includes annual vehicle allowances for Messrs. Smetana, Cardoso and Hilton in the amounts of $15,600, $15,600 and $12,600, respectively.
(8)
Includes severance payments and benefits paid in connection with Mr. DeMarco’s termination of employment, including: (a) an aggregate severance payment of $4,400,000; (b) a prorated target bonus payment of $787,978; (c) COBRA payments of $33,782; and (iv) payout of accrued but unused vacation time in the amount of $65,753.
(9)
Includes severance payments and benefits paid in connection with Mr. Hilton’s termination of employment, including: (a) an aggregate severance payment of $1,350,000; (b) a prorated target bonus payment of $336,885; (c) COBRA payments of $54,773; and (iv) payout of accrued but unused vacation time in the amount of $36,986.
Grants of Plan-Based Awards
Name
Grant Date
Estimated Future Payouts
Under Non Equity Incentive
Plan Awards ($)(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards (#)(2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)(3)
Exercise
or Base
Price of
Option
Awards ($)
Grant Date
Fair Value
of Stock
and
Option
Awards ($)
Threshold
Target
Maximum
Threshold
Target
Maximum
MaryAnne Gilmartin
7/24/2020 230,000 14.39 508,860(4)
7/24/2020 100,000 20.00 (4)
Marshall B. Tycher
3/24/2020 68,306 170,765 273,224 2,000,000
400,000 1,000,000 1,600,000
David J. Smetana
3/24/2020 17,077 42,691 68,306 500,000
225,000 450,000 562,500
Ricardo Cardoso
3/24/2020 17,077 42,691 68,306 500,000
225,000 450,000 562,500
Gary T. Wagner
3/24/2020 17,077 42,691 68,306 500,000
225,000 450,000 562,500
Michael J. DeMarco
3/24/2020 136,612 341,530 546,448 3,999,999
600,000 1,400,000 2,000,000
Nicholas A. Hilton
3/24/2020 17,077 42,691 68,306 500,000
225,000 450,000 562,500
(1)
Represents threshold, target, and maximum bonus opportunities under our 2020 annual cash incentive plan. As noted above, Mr. DeMarco’s employment with us ended on July 24, 2020, and therefore Mr. DeMarco did not receive a bonus in respect of fiscal 2020 performance. Instead, pursuant to his former employment agreement with us, Mr. DeMarco received a prorated target bonus in connection with his termination of employment. See the discussion below under “Employment Contracts; Potential Payments Upon Termination or Change in Control — DeMarco Separation Arrangements” for further information.
(2)
Represents LTIP Unit awards subject to performance-based vesting conditions. The grant date fair value of $7.32 per LTIP Unit was calculated using the Monte Carlo method, disregarding for this purpose the estimate of forfeitures related to time-based vesting conditions, and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined in accordance with ASC 718 in accordance with Instruction 8 to Item 402(d) of Regulation S-K. The LTIP Units subject to performance-based vesting may be earned after the end of the three-year performance period ending March 23, 2023, with fifty percent (50%) of the LTIP Units based on the achievement of absolute TSR and fifty percent (50%) based on achievement of relative TSR. Fifty percent (50%) of earned performance-based LTIP Units vest on March 23, 2023, and the remainder vest in two equal
 
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installments of twenty-five percent (25%) each on March 23, 2024 and March 23, 2025. See “Compensation Discussion and Analysis — Components of Compensation in 2020 — 2020 Long-Term Incentive Grants.”
(3)
On July 24, 2020, in connection with the appointment of Ms. Gilmartin to serve as our interim Chief Executive Officer, MAG Partners was granted 230,000 stock options with an exercise price of $14.39 per share (the “Regular Options”) and 100,000 stock options with an exercise price of $20.00 per share (the “Premium Options”). Although all of the options were fully vested, 57,505 of the Regular Options and all 100,000 of the Premium Options (together, the “Approval-Subject Options”) were granted expressly subject to and conditioned upon (and may not be exercised, in whole or in part, until) the approval by the Company’s stockholders at or before the Annual Meeting of a sufficient increase in the number of shares of Common Stock available for issuance under the Company’s equity compensation plans to cover the Approval-Subject Options. If such stockholder approval is not obtained at the Annual Meeting, then Approval-Subject Options shall be immediately forfeited for no consideration immediately following the Annual Meeting.
(4)
Represents the grant date fair value of the 172,495 fully vested stock options awarded to MAG Partners in connection with the appointment of Ms. Gilmartin to serve as our interim Chief Executive Officer that are not subject to stockholder approval as described above, as calculated in accordance with ASC 718. The grant date fair value of the Approval-Subject Options shall be fixed on the date that stockholders approve a sufficient increase in the number of shares of Common Stock available for issuance under the Company’s equity compensation plans to cover the Approval-Subject Options.
Outstanding Equity Awards At Fiscal Year-End
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(2)
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)(3)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(4)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested (#)(5)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)(4)(5)
MaryAnne Gilmartin
230,000 14.39 07/24/2030
100,000 20.00 07/24/2030
Marshall B. Tycher
77,131 961,052 170,593 2,125,589
David J. Smetana
17,787 221,626 28,606 356,431
Ricardo Cardoso
20,736 258,371 31,086 387,332
Gary T. Wagner
20,736 258,371 31,086 387,332
Michael J. DeMarco
400,000 17.31 06/05/2025
625,000 21.46 03/13/2029