UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 9, 2021, Cedar Realty Trust, Inc. (the “Company”) announced that Philip Mays will step down as Executive Vice President and Chief Financial Officer of the Company, effective immediately, to pursue another business opportunity. Mr. Mays’ departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures, and Mr. Mays has agreed to provide ongoing consulting services to the Company through the reporting period for the third quarter of 2021. In connection with Mr. Mays’ departure, and contingent on his execution of a general release agreement, the Company will provide severance benefits to Mr. Mays consisting of a cash bonus of $285,000, which represents 75% of Mr. Mays’ target annual bonus for 2021, and acceleration of the vesting of 50% of Mr. Mays’ unvested time-based Company equity awards.
On September 9, 2021, the Company announced that the Board of Directors of the Company (the “Board”) has appointed Jennifer Bitterman as Executive Vice President and Chief Financial Officer of the Company, effective upon Mr. Mays’ departure. Ms. Bitterman, age 38, joined the Company in 2011 and served in various roles within the asset management department, most recently as the Company’s Senior Vice President of Corporate and Portfolio Management. Prior to joining the Company, Ms. Bitterman worked in the asset management group at Morgan Stanley Real Estate and performed equity research at Credit Suisse. She received her BBA degree from the University of Michigan Ross School of Business.
There are no family relationships between Ms. Bitterman and any director or officer of the Company, and Ms. Bitterman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The initial terms of Ms. Bitterman’s annual compensation in her role as Chief Financial Officer of the Company will include annual base salary of $325,000, a target annual bonus of 90% of base salary and an annual long-term incentive compensation target value of $325,000. In the event Ms. Bitterman’s employment with the Company is terminated in certain circumstances, Ms. Bitterman will be entitled to receive a severance payment of 200% of the sum of her annual salary and her target annual bonus.
Item 7.01. Regulation FD Disclosure.
On September 9, 2021, the Company issued a press release regarding the events described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 7.01 by reference.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of Cedar Realty Trust, Inc. dated September 9, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEDAR REALTY TRUST, INC. |
| /s/ Bruce J. Schanzer |
| Bruce J. Schanzer |
| President and Chief Executive Officer |
| (Principal executive officer) |
Dated: September 13, 2021