The lobby inside Mack-Cali Realty Corp.’s flagship Harborside complex in Jersey City — Courtesy: Mack-Cali
By Joshua Burd
Mack-Cali Realty Corp. has unveiled a new slate of nominees for election to its board of directors, as longtime Chairman William L. Mack prepares to step down in conjunction with the company’s mandatory retirement age policy.
Along with six incumbent directors, Mack-Cali’s slate includes five new independent nominees who will be considered at its annual stockholders meeting in early June, the company said Tuesday. Those new nominees include Jamie Behar, Michael Berman, Howard Roth, Gail Steinel and Lee Wielansky.
Meantime, the Jersey City-based REIT noted that Mack, who turned 80 earlier this year, is not standing for re-election. As the former president of The Mack Co., one of Mack-Cali’s predecessor firms, Mack has served as a director since 1997 and as its chairman since 2000.
“Following extensive engagement with shareholders, the composition of our 2020 director slate reflects our focus on ensuring that the skill sets, experience and perspectives of the Company’s directors are closely aligned with the needs of Mack-Cali, particularly given the Company’s ongoing portfolio transformation and commitment to maximizing stockholder value,” Irvin D. Reid, a longtime board member and chair of the REIT’s annual meeting committee, said in a prepared statement. “The new director nominees bring extensive finance, real estate, M&A and corporate governance experience — competencies that complement those of Mack-Cali’s incumbent directors. If elected, we are confident the new nominees will work constructively and impartially with the rest of the Board to drive value creation, including by continuing our strategic alternatives process.
“Mack-Cali is on the right track, and with the support of five new independent directors who are focused on the best interests of all shareholders, we expect the Company will continue to build on its strong momentum and unlock its enormous potential.”
The announcement comes amid an ongoing proxy fight with a dissident investor group, led by Bow Street Special Opportunities Fund XV LP, which owns 4.5 percent of Mack-Cali’s outstanding stock. The group last year successfully gained a position on the board with four of its own nominees — Alan R. Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz — but those directors are not part of the slate announced Tuesday by Mack-Cali.
Bow Street has instead nominated a slate that includes four additional candidates — Tammy Jones, Akiva Katz, Mahbod Nia and Howard Stern — which Mack-Cali acknowledged on Tuesday. The investment firm is now seeking to gain control of the board, remove CEO Michael DeMarco and pursue the sale of the company’s assets.
Of its own slate, the REIT said the nominees “have the necessary experience to oversee strategic transactions involving Mack-Cali’s assets or the sale of the entire company, and to be stewards for the Company until market conditions enable transactions that reflect the proper value of the Company.” Mack-Cali identified the nominees through a committee-led search process with the assistance of Ferguson Partners, a nationally recognized director search firm.
If elected, all of the new nominees will be independent directors. Seven of the 10 independent board members will have been newly elected in the last two years, with four of them having CEO or CFO experience and five of the directors being women.
Mack-Cali provided this information about its new independent director candidates:
- Behar cultivated her real estate portfolio management expertise as managing director, real estate & alternative investments at General Motors Investment Management Corp., where she oversaw a portfolio of up to $12 billion in real estate, energy and timber investments. Behar also currently serves as independent director of ARMOUR Residential REIT, Sunstone Hotel Investors, and Shurgard Self Storage SA.
- Berman is the former CFO of two leading REITs, Equity Lifestyle Properties Inc. and General Growth Properties Inc., where he built deep real estate transactional expertise, and was instrumental in evaluating strategic alternatives processes. Berman is the current chair of the audit committee of Brixmor Property Group Inc.
- Roth, the former global sector leader of Ernst & Young’s real estate, hospitality and construction practice, developed his deep real estate transactional expertise in over 32 years serving large, complex public and private real estate organizations and clients. He is the current chair of the audit committee of Lexington Realty Trust.
- Steinel is an experienced global executive who knows how to build, lead and grow organizations. Most recently an executive vice president at BearingPoint, earlier in her career she led her team of 10,000 employees through its sale to KPMG Consulting. Steinel is the current chair of the audit committee of Federal Realty Investment Trust.
- Wielansky is an experienced real estate development company CEO with deep knowledge of both commercial and residential real estate. He served as CEO of both private and public development companies, and in his role as a director he helped guide the sale of Isle of Capri Casinos. Wielansky is the current lead independent director of Acadia Realty Trust.
The incumbent directors on Mack-Cali’s slate of nominees include DeMarco, Reid, Alan S. Bernikow, Lisa Myers, Laura Pomerantz and Rebecca Robertson.
