InvenTrust Properties Corp.
For the period ended Dec 31, 2024. Filed Mar 21, 2025.
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Dec 31, 2024 · Filed Mar 21, 2025
Contents
Summary of Potential Payments
The following table summarizes the payments that would be made to our NEOs, upon the occurrence of certain qualifying terminations of
employment or a change in control, assuming such NEO’s termination of employment with the Company occurred on December 31, 2024 and,
where relevant, that a change in control occurred on December 31, 2024.
Amounts shown in the table below do not include (1) accrued but unpaid salary or bonuses and (2) other benefits earned or accrued by the NEOs
during their employment that are available to all salaried employees, such as accrued vacation.
| NAME | BENEFIT | CHANGE OF CONTROL (NO TERMINATION) ($) (1) | TERMINATION UPON DEATH OR DISABILITY(NO CHANGE IN CONTROL) ($) (2) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL) ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (CHANGE IN CONTROL ) ($) (3) |
|---|---|---|---|---|---|
| Cash Severance (4) | — | — | 4,500,000 | 6,750,000 | |
| Daniel J. | Accelerated Vesting of RSU Awards (5) | 9,331,291 | 6,833,243 | 5,768,419 | 10,396,115 |
| Busch | Company-Paid COBRA Premiums (6) | — | — | 56,670 | 56,670 |
| Total | 9,331,291 | 6,833,243 | 10,325,089 | 17,202,785 | |
| Cash Severance (4) | — | — | 1,773,750 | 2,956,250 | |
| Christy L. | Accelerated Vesting of RSU Awards (5) | 4,412,990 | 3,237,348 | 2,736,678 | 4,913,661 |
| David | Company-Paid COBRA Premiums (6) | — | — | 56,670 | 56,670 |
| Total | 4,412,990 | 3,237,348 | 4,567,098 | 7,926,581 | |
| Cash Severance (4) | — | — | 1,612,500 | 2,687,500 | |
| Michael D. | Accelerated Vesting of RSU Awards (5) | 3,995,057 | 2,928,425 | 2,474,004 | 4,449,478 |
| Phillips | Company-Paid COBRA Premiums (6) | — | — | 56,670 | 56,670 |
| Total | 3,995,057 | 2,928,425 | 4,143,174 | 7,193,648 |
(1)Includes amounts to which the NEOs would be entitled by reason of accelerated vesting of performance vesting RSU Awards upon a change in control of the Company.
(2)Includes amounts to which the NEOs would be entitled by reason of continued vesting of a pro-rata portion of the performance vesting RSUs following a termination by reason of
death or disability.
(3)Represents amounts to which NEOs would be entitled upon a qualifying termination of employment occurring on the date of, or during the 24-month period following, a change in
control.
(4)Represents a multiple of the sum of the NEO’s annual base salary and target bonus for the year in which the qualifying termination occurs. The multiple varies by NEO, and
whether the executive’s qualifying termination occurs on the date of, or during the 24-month period following, a change in control. For additional details, see “Executive Severance
and Change in Control Plan” above.
(5)Represents the aggregate value of the NEO’s unvested RSUs which would vest in connection with the executive’s termination of employment, calculated, (i) with respect to time-
based vesting RSUs by multiplying the applicable number of RSUs subject to each RSU Award by $30.13, which is equal to the per share closing price of our common stock as of
December 31, 2024, and (ii) with respect to performance vesting RSUs (a) assuming that performance goals are achieved at maximum as of December 31, 2024 with respect to
the occurrence of a change in control of the Company and (b) assuming that performance goals are achieved in line with the interpolated performance of such awards based on
the Company’s total shareholder return relative to the NAREIT SCI as of December 31, 2024 in the case of termination other than for “cause”, by the NEO for “good reason”, or
due to the NEO’s death or disability not in connection with a change in control of the Company.
(6)Represents reimbursement of COBRA premiums. The amounts associated with COBRA premiums were calculated using 2024 enrollment rates, multiplied by the maximum 18-
month period during which the executive may be entitled to reimbursement of COBRA premiums.
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