As Gilmartin gets new short-term role at REIT in New Jersey, a new NY filing for MAG Partners

From the Real Deal 7/28/20, Rent-a-CEO: Inside Gilmartin’s short-term gig at Mack-Cali, regarding the former Forest City Ratner/Forest City New York executive MaryAnne Gilmartin, a member of the board of the Mack-Cali, a real estate investment trust (REIT) focused on New Jersey, now elevated to temporary CEO:

After a massive shakeup of Mack-Cali’s board, MaryAnne Gilmartin is temporarily stepping in as the New Jersey-based real estate investment trust’s CEO.
Gilmartin, through an agreement between Mack-Cali and her company MAG Partners, will serve as CEO for six months or until the company finds a replacement, whichever happens first, according to filings with the Securities and Exchange Commission. Mack-Cali, in turn, will pay MAG Partners a monthly fee of $150,000 and offer a one-time cash sign-on bonus of $300,000 and a completion bonus of $200,000 at the end of Gilmartin’s term, according to filings. An activist investor had pushed for the resignation of Mack-Cali CEO Michael DeMarco since earlier this year.

The shakeup--as with other REIT board battles, like that of Forest City Realty Trust--was instigated by an activist investor, Bow Street, which got Gilmartin and other directors elected. Gilmartin told TRD that she "sees herself as an intermediary between management and the board and says she is focused on company culture."

MAG Partners is for real, now

Note that now Mack-Cali is referring to Gilmartin's company as MAG Partners, but in a 6/15/20 press release simply referred to L&L MAG.

As I wrote 6/22/20, as of then, there was no MAG Partners listing in the New York State Department of State's Division of Corporations, as shown in the screenshot above right.

A new search at the Division of Corporations shows that a filing for MAG Partners LP was established 7/21/20, not long before the Mack-Cali announcement.

It seems logical--with no formal confirmation--that this is Gilmartin's company. The state of Delaware says the partnership was established 3/18/20. Even that was well after Gilmartin's first statement about her new company last December.

Bizapedia says that the one listed principal for MAG Partners is "Aj Wealth," which I assume is this wealth management company, given that AJ Wealth shares the same address, 28 Liberty Street, Suite 2850, as the registered agent for MAG Partners.

There's still no web site for MAG Partners, but Gilmartin's L&L MAG is still posting links to 2020 articles mentioning the old firm.

The SEC filing

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Interim Chief Executive Officer 

Effective as of July 25, 2020, the Board of Directors (the “Board”) of Mack-Cali Realty Corporation (the “Company”), the general partner of Mack-Cali Realty, L.P., appointed MaryAnne Gilmartin, the Chair of the Board, as interim Chief Executive Officer of the Company. Ms. Gilmartin will continue to serve as Chair of the Board, but has resigned as a member of the Nominating & Corporate Governance Committee of the Board. Tammy K. Jones, a director on the Board, has been appointed to serve as the lead independent director on the Board. 

In connection with Ms. Gilmartin’s appointment, the Company has entered into a letter agreement (the “Letter Agreement”) with MAG Partners 2.0 LLC (“MAG Partners”), an entity wholly owned by Ms. Gilmartin. Pursuant to the Letter Agreement, MAG Partners has agreed to make Ms. Gilmartin’s services available to the Company to serve as its interim Chief Executive Officer. The term of this arrangement and Ms. Gilmartin’s appointment as interim Chief Executive Officer (the “Term”) will continue until the earliest to occur of (i) the commencement of employment of a permanent Chief Executive Officer of the Company, (ii) a period of six months has elapsed, or an earlier or later date selected by the Board, and (iii) Ms. Gilmartin’s death or disability, or the termination of the arrangement by MAG Partners (including a resignation by Ms. Gilmartin of her appointment as interim Chief Executive Officer). 

Pursuant to the Letter Agreement, during the Term the Company will pay to MAG Partners a monthly fee of $150,000, subject to proration for any partial month (but continuing for a minimum of three months following commencement of the Term if the Term is ended by the Board for any reason other than for “cause”). MAG Partners is also eligible to receive a one-time cash sign-on bonus of $300,000 and, unless the Term is ended by the Board for “cause,” a one-time completion bonus of $200,000 at the end of the Term (but no later than March 12, 2021). In addition, the Company has granted to MAG Partners a fully vested stock option to purchase up to 230,000 shares of common stock with an exercise price of $14.39 per share, and up to 100,000 shares of common stock with an exercise price of $20.00 per share, pursuant to a Stock Option Agreement by and between MAG Partners and the Company (the “Option Agreement”). However, the options, and any shares received upon exercise, will terminate and be forfeited if the Board ends the Term for “cause” or MAG Partners terminates its arrangement with the Company (including a resignation by Ms. Gilmartin of her appointment as interim Chief Executive Officer, but excluding a termination because of a material breach of the arrangement by the Company or because Ms. Gilmartin has been appointed as the permanent Chief Executive Officer of the Company) before six months have elapsed, or if MAG Partners fails to comply with certain covenants in the Letter Agreement. 157,505 of the options have been granted subject to shareholder approval at the Company’s 2021 Annual Meeting of Stockholders; however, if a “change in control” transaction occurs before the date of such 2021 Annual Meeting, then such options would instead be canceled and cashed out upon such transaction for a value equal to their “spread value,” if any. 

During the Term, Ms. Gilmartin will not receive any additional fees or other compensation for her service (excluding equity previously granted) as a director on the Board or on the Roseland Residential Trust board of directors. However, the Company will reimburse MAG Partners for up to $10,000 in legal fees incurred in connection with negotiating the arrangements described above.

The press release

Mack-Cali Appoints MaryAnne Gilmartin Interim Chief Executive Officer
Forms Committee to Lead Search for New CEO
Names Tammy K. Jones Lead Independent Director
Jul 27, 2020, 08:00 ET
JERSEY CITY, N.J., July 27, 2020 /PRNewswire/ -- Mack-Cali Realty Corporation (NYSE: CLI) today announced that its Board of Directors (the "Board") has appointed Board Chair MaryAnne Gilmartin Interim Chief Executive Officer. Ms. Gilmartin succeeds Michael J. DeMarco, effective immediately. The Board has formed a committee to oversee the search for a permanent CEO. 

In addition, the Board has named Tammy K. Jones Lead Independent Director. Ms. Jones joined the Mack-Cali Board following the Company's 2020 Annual Meeting. She has over 25 years of real estate experience and has dedicated her professional career to the advancement of ethnic and gender diversity in leadership positions in the real estate sector. 

Ms. Gilmartin said, "On behalf of the Board, I would like to thank Michael for his service to Mack-Cali. I look forward to working with the talented Mack-Cali team and all of our stakeholders to ensure that the Company operates at the highest level." 

Ms. Gilmartin has served as a director at Mack-Cali since June 2019. She is the Founder and CEO of MAG Partners, which will continue to operate under internal leadership while she serves as Mack-Cali's Interim CEO. Ms. Gilmartin has more than 30 years of real estate experience, including as CEO and President of Forest City Ratner Companies, LLC. Ms. Gilmartin is also a director of the Jefferies Group LLC. She also serves on the Executive Committee of The Brooklyn Academy of Music, as Vice Chair of New York Public Radio, on the Executive Committee and Board of Governors of The Real Estate Board of New York, and as a member of the Industry Advisory Board of the MS Real Estate Development Program at Columbia University. 

About Mack-Cali Realty Corporation
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 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 office, 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.