Leadership and board changes at Kite Realty Group (NYSE: KRG)
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Kite Realty Group Trust announced leadership and governance changes. Heath R. Fear, previously Executive Vice President and Chief Financial Officer, has been promoted to President and Chief Financial Officer, reflecting his expanded responsibilities in finance, investment strategy, joint ventures, and portfolio growth.
The company entered into new five-year, automatically renewing employment agreements with CEO John A. Kite, President and COO Thomas K. McGowan, and President and CFO Heath R. Fear. Base salaries are set at $1,030,000 for Mr. Kite and $620,000 for Mr. McGowan and Mr. Fear, with sizeable performance-based cash incentive targets and equity participation, plus multi-year severance and vesting protections upon certain terminations or change in control events.
Independently, three long-serving independent trustees—Bonnie S. Biumi, Peter L. Lynch, and Barton R. Peterson—have each chosen not to stand for reelection at upcoming annual meetings, without any stated disagreements. As a result, the Board size is planned to shrink from 11 to 10 trustees at the 2026 annual meeting and to 8 trustees at the 2027 annual meeting.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2026
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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.
Appointment of President
On March 20, 2026, the Board of Trustees (the “Board”) of Kite Realty Group Trust (the “Company”) appointed Heath R. Fear, who currently serves as the Company’s Chief Financial Officer, to additionally serve as President, effective immediately. Thomas K. McGowan will continue to serve as President and Chief Operating Officer.
Mr. Fear, age 57, has served as the Company’s Executive Vice President and Chief Financial Officer since November 2018. Prior to joining the Company, Mr. Fear served as Chief Financial Officer at GGP Inc., and was previously Chief Financial Officer at Retail Properties of America, Inc. (“RPAI”). Mr. Fear has over 30 years of experience in the real estate industry. He holds a J.D. from the University of Illinois College of Law and a B.A. degree in Political Science and English from John Carroll University.
Following his appointment, Mr. Fear and the Company’s other executive officers each entered into a new employment agreement as described below in further detail.
Employment Agreements
On March 20, 2026, the Company entered into new employment agreements with each of John A. Kite, Thomas K. McGowan, and Heath R. Fear (each, an “Executive”), effective as of March 20, 2026 (each, an “Employment Agreement,” and together, the “Employment Agreements”). The Employment Agreements supersede the employment agreements that the Company previously entered into with each Executive. Pursuant to these Employment Agreements, Mr. Kite will serve as the Company’s Chief Executive Officer; Mr. McGowan will serve as the Company’s President and Chief Operating Officer; and Mr. Fear will serve as the Company’s President and Chief Financial Officer.
The initial term of each Employment Agreement will end on the fifth anniversary of the effective date, and such term will be automatically extended for an additional one-year period on such date and each anniversary of the effective date thereafter, unless terminated earlier pursuant to the relevant Employment Agreement. In addition, the term of each Employment Agreement will be automatically extended as of the consummation of a change in control until the second anniversary following such change in control and for an additional one-year period on each anniversary thereafter, unless terminated earlier pursuant to the relevant Employment Agreement. An election not to automatically extend the term of each Employment Agreement for an additional one-year period may be made by either party but must be made at least 180 days prior to the date when such term would otherwise be extended.
Pursuant to the Employment Agreements, Mr. Kite’s annual base salary will be $1,030,000, and Mr. McGowan’s and Mr. Fear’s will be $620,000. Each Executive’s base salary may be increased but not decreased by the Board during the term of the Employment Agreement. In addition, each Executive is entitled to participate in the Company’s annual cash incentive program. Mr. Kite’s annual cash incentive target will be at least 150% of his annual base salary then in effect, and both Mr. McGowan’s and Mr. Fear’s annual cash incentive target will be at least 100% of such Executive’s annual base salary then in effect. The Employment Agreements also provide that each Executive is entitled to participate in the Company’s equity incentive plan and any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans, and similar benefits commensurate with the benefits that the Company provides to its senior executives generally.
If the Executive is terminated by the Company without “cause” or resigns for “good reason” (each as defined in the applicable Employment Agreement), subject to his execution and non-revocation of a waiver and release agreement in favor of the Company, he will be entitled to (i) a lump sum severance payment equal to three times the sum of his base salary then in effect and the average annual incentive compensation actually paid to the Executive with respect to the prior three fiscal years, (ii) a lump sum payment equal to his pro rata target annual cash incentive compensation for the year of termination, without regard to the achievement of the performance criteria, (iii) if such termination occurs in the two-year period following a change in control, a lump sum payment equal to the target equity award value granted in arrears in the fiscal year following the performance year if such termination occurred prior to the granting of such award, determined without regard to the achievement of the performance criteria, (iv) continued medical, prescription and dental benefits to the Executive and/or the Executive’s family for 18 months following the Executive’s termination date, (v) full and immediate vesting of his equity awards that are subject only to time-vesting based on service, and (vi) pro-rata vesting of his performance-based equity awards (other than any performance-based equity award that specifically supersedes the vesting provision of the Employment
Agreement) if the performance objectives are achieved at the end of the performance period (unless termination occurs in the two-year period following a change in control, in which case there will be full and immediate vesting of his performance-based equity awards as of his termination date at the greater of (A) the target level on his termination date or (B) actual performance as of his termination date).
Upon the Executive’s termination of employment due to death or “disability” (as defined in the Employment Agreement), the Executive (or, in the case of the Executive’s death, the Executive’s beneficiary or estate) will be entitled to (i) the amount of the Executive’s compensation accrued as of the termination date, (ii) a lump sum payment equal to his pro rata annual incentive compensation target for the year of termination, (iii) continued medical, prescription and dental benefits to the Executive and/or the Executive’s family for 18 months following the Executive’s termination date, and (iv) full and immediate vesting of his equity awards, other than any performance-based equity award that specifically supersedes the vesting provision of the Employment Agreement.
The Employment Agreements contain (i) confidentiality and non-disparagement restrictions during the term and thereafter, (ii) non-competition restrictions during the term and for 18 months thereafter, and (iii) non-solicitation restrictions during the term and for two years thereafter. The non-competition and non-solicitation restrictions will not apply to an Executive if the term of his Employment Agreement ends as a result of the Company’s election not to renew the term. The non-competition restrictions will also not apply if a change in control is consummated and the Executive resigns without “good reason” between the first and second anniversary of the consummation of such change in control.
The foregoing summary of the terms and conditions of the Employment Agreements is qualified in its entirety by reference to the full text of the Employment Agreements, which are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 and incorporated by reference herein.
Board Matters
On March 18, 2026, Bonnie S. Biumi, who has served as an independent trustee of the Company since the Company’s merger with RPAI in October 2021, notified the Company that she did not intend to stand for reelection at the 2026 annual meeting of shareholders (the “2026 annual meeting”).
The voluntary decision of Ms. Biumi to not stand for reelection at the 2026 annual meeting was not due to any disagreement between her and the Company, the Board, or management. In connection with the voluntary decision of Ms. Biumi to not stand for reelection at the 2026 annual meeting, the size of the Board (currently comprised of 11 trustees) will be decreased to ten trustees effective upon the commencement of the 2026 annual meeting, consistent with the Board’s desire to reduce the size of the Board over time to a size that is more typical of comparable companies.
On March 19, 2026, Peter L. Lynch, who has served as an independent trustee of the Company since the Company’s merger with RPAI in October 2021, notified the Company that he does not intend to stand for reelection at the 2027 annual meeting of shareholders (the “2027 annual meeting”). Assuming he is reelected at the 2026 annual meeting, Mr. Lynch is expected to serve on the Board until the commencement of the 2027 annual meeting.
On March 19, 2026, Barton R. Peterson, who has served as an independent trustee of the Company since November 2013, also notified the Company that he does not intend to stand for reelection at the 2027 annual meeting. Assuming he is reelected at the 2026 annual meeting, Mr. Peterson is expected to serve on the Board until the commencement of the 2027 annual meeting.
The voluntary decisions of Messrs. Lynch and Peterson to not stand for reelection at the 2027 annual meeting were not due to any disagreement between either of them and the Company, the Board, or management. In connection with the voluntary decisions of Messrs. Lynch and Peterson to not stand for reelection at the 2027 annual meeting, the size of the Board is expected to be further decreased to eight trustees upon the commencement of the 2027 annual meeting.
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by the Company on March 20, 2026 announcing the appointment of Mr. Fear as President, as discussed above, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 disclosure, including 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 under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | Executive Employment Agreement, dated as of March 20, 2026, by and between Kite Realty Group Trust and John A. Kite | |||||||
| 10.2 | Executive Employment Agreement, dated as of March 20, 2026, by and between Kite Realty Group Trust and Thomas K. McGowan | |||||||
| 10.3 | Executive Employment Agreement, dated as of March 20, 2026, by and between Kite Realty Group Trust and Heath R. Fear | |||||||
| 99.1 | Kite Realty Group Trust Press Release dated March 20, 2026 | |||||||
| 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.
| KITE REALTY GROUP TRUST | ||||||||
| Date: March 20, 2026 | By: | /s/ HEATH R. FEAR | ||||||
| Heath R. Fear | ||||||||
| President and Chief Financial Officer | ||||||||
| KITE REALTY GROUP, L.P. | ||||||||
| By: Kite Realty Group Trust, its sole general partner | ||||||||
| By: | /s/ HEATH R. FEAR | |||||||
| Heath R. Fear | ||||||||
| President and Chief Financial Officer | ||||||||
Exhibit 99.1
KRG Press Release – 3.20.2026
Kite Realty Group Promotes Heath R. Fear to President and Chief Financial Officer
Indianapolis, IN – March 20, 2026 – Kite Realty Group (NYSE: KRG) today announced that Heath R. Fear, the Company’s Executive Vice President and Chief Financial Officer, has been promoted to President and Chief Financial Officer. In this expanded role, Mr. Fear will continue to report to John A. Kite, Chairman and Chief Executive Officer. Thomas K. McGowan will continue in his role as President and Chief Operating Officer.
Mr. Fear joined the Company in 2018, and this promotion reflects the broadening scope of responsibilities he has assumed during his tenure. He will continue to lead the Company’s financial initiatives while also overseeing its investment strategy, cultivating and maintaining joint venture relationships, and advancing efforts aimed at elevating the Company’s portfolio quality, enhancing its growth trajectory, and creating long-term shareholder value.
“Heath has played a critical role in shaping our strategy, strengthening our balance sheet, and driving disciplined capital allocation across the organization,” said John A. Kite, Chairman and Chief Executive Officer. “He is a trusted partner to me, our Board, and the leadership team. This promotion reflects the tremendous impact he has had across the Company and our confidence in his ability to help lead Kite’s next chapter.”
About Kite Realty Group
Kite Realty Group (NYSE: KRG) is a real estate investment trust (REIT) that owns and operates a high-quality portfolio of open-air shopping centers and mixed-use destinations. The Company’s portfolio is concentrated in high-growth Sun Belt and select strategic gateway markets. Publicly listed since 2004, KRG brings more than six decades of experience in developing, operating, and investing in real estate, using a disciplined, hands-on approach to enhance portfolio quality and maximize long-term value for all stakeholders. As of December 31, 2025, the Company owned interests in 169 U.S. open-air shopping centers and mixed-use assets, comprising approximately 27.3 million square feet of gross leasable space. For more information, please visit kiterealty.com.
Connect with KRG: LinkedIn | X | Instagram | Facebook
Contact Information: Kite Realty Group
Tyler Henshaw
SVP, Capital Markets & Investor Relations
317.713.7780
thenshaw@kiterealty.com
FAQ
What leadership change did Kite Realty Group (KRG) announce in this 8-K?
Kite Realty Group promoted Heath R. Fear to President and Chief Financial Officer. He will continue reporting to CEO John A. Kite, leading financial initiatives, investment strategy, joint venture relationships, and efforts to improve portfolio quality, growth, and long-term shareholder value across the company.
What are the key terms of the new executive employment agreements at KRG?
The new agreements run for an initial five-year term with automatic one-year renewals. John A. Kite’s base salary is $1,030,000, while Thomas K. McGowan and Heath R. Fear each receive $620,000, plus performance-based annual cash incentives, equity participation, benefits, and multi-year severance protections under specified termination scenarios.
How do the severance provisions work for Kite Realty Group executives?
If terminated without cause or resigning for good reason, an executive can receive a lump-sum equal to three times base salary plus average recent incentive pay, pro rata target bonus, extended medical benefits, and accelerated or pro rata vesting of equity awards, with enhanced vesting following a qualifying change in control.
Which Kite Realty Group (KRG) trustees are not standing for reelection?
Bonnie S. Biumi will not stand for reelection at the 2026 annual meeting. Peter L. Lynch and Barton R. Peterson will not stand for reelection at the 2027 annual meeting. The company states these decisions are voluntary and not due to any disagreements with management or the Board.
How will Kite Realty Group’s Board size change over the next two annual meetings?
The Board currently has 11 trustees. It will be reduced to 10 trustees at the start of the 2026 annual meeting following Bonnie S. Biumi’s departure, and is expected to decrease further to 8 trustees at the start of the 2027 annual meeting after departures by Peter L. Lynch and Barton R. Peterson.
What non-compete and non-solicitation restrictions apply to KRG executives?
The employment agreements include confidentiality and non-disparagement obligations, non-competition restrictions during employment and for 18 months afterward, and non-solicitation restrictions during employment and for two years afterward. These post-employment restrictions generally do not apply if the company chooses not to renew the agreement term or in certain change in control situations.
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