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Shopping Center REIT Hires Ex-Caesars Entertainment Legal Chief

Jan. 27, 2021, 12:22 AM

Realty Income Corp., a real estate investment trust that primarily invests in shopping centers, has hired the former top lawyer at Caesars Entertainment Inc.

Michelle Bushore starts Feb. 8 as Realty Income’s chief legal officer, general counsel, and secretary, reporting to the San Diego-based REIT’s CEO, Sumit Roy.

Realty Income said in a securities filing Tuesday that Bushore will receive an annual base salary of $520,000 and a target annual cash bonus of $320,000. She will also receive a long-term incentive plan award of $1.3 million, of which $315,000 will be subject to time-based vesting and $945,000 to performance-based vesting.

The rest of Bushore’s compensation package includes a $50,000 relocation allowance and a restricted stock grant valued at $100,000 that will vest over the next four years.

Bushore will take over from Realty Income’s longtime legal chief Michael Pfeiffer, who will depart June 30 after more than 30 years of service to the company. Pfeiffer in 2019 took the additional title of chief administrative officer.

“I am confident in the company’s future,” Pfeiffer said in a Jan. 25 statement announcing his pending departure. “I look forward to contributing to a smooth transition and welcoming Michelle to Realty Income.”

Pfeiffer received nearly $2.7 million in total compensation—including almost $1.5 million in cash—from Realty Income in 2019, according to a proxy statement filed by the retail-focused REIT for that fiscal year. Bloomberg data shows that he currently owns nearly $1.8 million in Realty Income stock.

Caesars, a hotel and casino company that kept its name following the closure of its $17 billion sale last summer to Reno, Nev.-based rival Eldorado Resorts Inc., hired Bushore as a deputy general counsel in 2018. She joined Caesars from Monsanto Co., an agrochemical giant sold for $63 billion that year to Germany’s Bayer AG.

Bushore spent five years in a variety of roles at Monsanto, including chief legal officer for its digital agriculture subsidiary the Climate Corp. Prior to that she worked in-house at ServiceMaster Co. and was counsel, senior associate, and associate at the law firms Latham & Watkins, Fulbright & Jaworski, and Cooley, respectively.

Caesars promoted Bushore in June 2019 to succeed Timothy Donovan, who had spent the past decade as the Las Vegas-based company’s top in-house lawyer. He resigned following the ouster earlier that year of former Caesars president and CEO Mark Frissora. Caesars awarded Frissora a nearly $30 million compensation package after he led the company out of bankruptcy in 2018.

Bushore was not one of Caesars’ eight highest-paid executives in 2019, per a proxy statement filed by the company that year prior to its merger with Eldorado. Caesars disclosed that it gave more than $5.2 million in total compensation, including $1.3 million in cash, that year to Donovan.

Eldorado’s subsequent purchase of Caesars resulted in the acquirer’s legal chief, Edmund Quatmann Jr., becoming the top lawyer for the combined company, the largest U.S. casino operator and now called Caesars Entertainment Inc. Bushore was one of a few former Caesars lawyers to leave the company last year after its merger with Eldorado closed last summer following final regulatory approvals.

Renee Becker, a former chief counsel for corporate and securities and assistant secretary at Caesars, recently became an associate general counsel for securities at Opendoor Technologies Inc., a San Francisco-based online real estate startup that went public in December.

Ian Jay, chief counsel for regulatory and compliance at Caesars, is now U.S. legal counsel for Las Vegas-based Entain PLC, a British sports betting and gambling company formerly known as GVC Holdings.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Chris Opfer at copfer@bloomberglaw.com
John Hughes at jhughes@bloombergindustry.com

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