DEF 14A of Tanger Inc.

Filed Apr 4, 2024 · FY20230000899715-24-000079

Open on EDGAR

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
| Our Governance Managing Our Business with Integrity We build trusting relationships and seek to create long-term value for our stakeholders with ethics as the foundation for our approach to ESG and our entire business | Our People Creating a Positive Workplace We aim to create an engaging, equitable workplace where all people are welcomed, valued, and have opportunities to thrive | Our Community Contributing to Strong, Vibrant Communities We actively serve our communities through partnerships with nonprofits, community leaders, and retailers | Our Planet Minding Our Environmental Impact We are committed to taking steps to mitigate climate change through embedding energy efficiency and sustainability measures in center operations, new center development, and retailer partnerships |
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| | | Pay Element | | Objectives | | | | CEO | Other NEOs | | | | | Base Salary | Base Salary | To provide competitive fixed pay at a level consistent with the individual’s job responsibilities relative to such individual’s peers | | | | | | | | | | Annual Incentive Cash Bonus | Annual Incentive Cash Bonus | To incentivize management to achieve the Company’s strategic and financial goals for the fiscal year, generally using a formulaic calculation | | | | | | | | | | Annual Long-Term Time-Based Equity Incentive | Annual Long-Term Time-Based Equity Incentive | To reward prior year performance and support the retention of senior management, while exposing recipients to the same market fluctuations as shareholders and thereby motivating management to create long-term shareholder value | | | | | | | | | | Performance Share Plan | Performance Share Plan | To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for total shareholder return (“TSR”) performance in excess of rigorous, predetermined absolute and relative hurdles | | | | | | |
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| | What We Do Not Do | | Provide Tax Gross-Ups Provide Excessive Perquisites Reprice Share Options Provide Excessive Change of Control or Single-Trigger Change of Control Severance Payments | |
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| 16 | Tanger Inc. | 2024 Proxy Statement |
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| | Election of Directors | | | | | The Board recommends that you vote FOR all of the director nominees set forth below. |
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Our By-Laws provide that directors be elected at each annual meeting of our shareholders. The Board has nominated nine director candidates for election to the Board at the Annual Meeting. Each of the nine nominees for director designated below is presently a director of the Company. It is expected that each of these nominees will be able to serve, but if any such nominee is unable to serve, or for good cause will not serve, the proxies reserve discretion to vote for a substitute nominee or nominees designated by the Board, or the Board may elect to reduce its size. The terms of all of our directors expire at the next annual meeting of our shareholders or when their successors are elected and qualified. Director Resignation Policy Our By-Laws provide that in uncontested elections, nominees will be elected if votes cast for each nominee’s election exceed the votes cast against such nominee’s election, provided that a quorum is present. Pursuant to our director resignation policy, the Board will nominate for re-election as directors only candidates who agree to tender their irrevocable resignation at or prior to their nomination. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with the director resignation policy. The resignations will only become effective upon the occurrence of both the failure to receive the required majority vote for election and Board acceptance of the resignations. If a director nominee does not receive the required vote, the Nominating and Corporate Governance Committee or another committee consisting solely of independent directors (excluding the director nominee in question) will consider and make a recommendation to the Board as to whether to accept or reject the director nominee’s previously tendered resignation. The Board (excluding the director nominee in question) will make a final determination as to whether to accept or reject the director nominee’s resignation within 90 days following the certification of the shareholder vote. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. The Company will then promptly disclose the Board’s decision in a document furnished or filed with the SEC. Board Diversity and Refreshment The Board seeks a mix of backgrounds and experience among its members. We believe that decision-making is improved when various perspectives contribute to the discussion. In evaluating director candidates, the Nominating and Corporate Governance Committee uses its judgment to identify nominees whose viewpoints, backgrounds, experience, gender, race, ethnicity and other attributes, taken as a whole, contribute to the high standards of Board service at the Company. While the Board does not follow any ratio or formula to determine the appropriate mix, the Board is committed to increasing gender and racial diversity among directors over time and, as reflected in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is committed to including highly qualified women and minority candidates in each search the Board undertakes. The Nominating and Corporate Governance Committee assesses its performance as to all aspects of the selection and nomination process for directors, including diversity, as part of its annual self-evaluation process. Currently of the nine directors on the Board, two are women, one is Asian and one is Latino. In July 2023, Bridget Ryan-Berman, who had been a member of the Company's Board of directors since January 1, 2009, was appointed Lead Independent Director, a position previously held by Board member David B. Henry. At the May 13, 2022 Board meeting, Susan E. Skerritt was appointed to serve as Audit Committee Chair and Luis A. Ubiñas was appointed to serve as Nominating and Corporate Governance Committee Chair. These appointments reflect our thoughtful approach and commitment to ongoing Board and committee refreshment and diversification. These changes have further increased the diversity of our Board and committee leadership in terms of gender, ethnicity and career experience.
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Nominee Qualifications The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director of the Company. Each of our director nominees has achieved an extremely high level of success in his or her career. In these positions, each has been directly involved in the challenges relating to setting the strategic direction of or managing and overseeing the financial performance, personnel and processes of complex, public and private companies. Each has had exposure to effective leaders, and as a result, we believe has developed the ability to judge leadership qualities. Each also has experience in serving as an executive or on the board of directors of at least one other major corporation, which we believe provides additional relevant experience on which each nominee can draw. Information Regarding Nominees
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| | | | | | BACKGROUND | | | | •Co-Founder and Executive Chairman of Temerity Strategic Partners. •Managing Principal of Hectad Strategic Partners, a private investment firm he founded in 2021. •Special Advisor of Square Mile Capital Management LLC, a private New York-based investment firm he founded focusing on real estate-related opportunities since January 2021, Vice President/Senior Advisor from 2017 to 2020, and Managing Principal of Square Mile from 2006 to 2017. •President of Blackacre Capital Management LLC (now known as Cerberus Institutional Real Estate), which he co-founded, from 1994 to 2005. •Managing Director of the Commercial Mortgage Investment Unit of Oppenheimer & Company, Inc. from 1993 to 1994. | •Vice President of the Distressed Real Estate Principal Group of Credit Suisse First Boston, Inc. from 1991 to 1993. •Vice President of the Real Estate Investment Banking Unit of Chemical Bank from 1986 to 1991. •Attorney in the real estate practices of Kelley Drye & Warren LLP and Proskauer Rose LLP from 1983 to 1986. •Previously served as an Independent Trustee of First Union Real Estate and Mortgage (now known as Winthrop Realty Trust) from 2001 to 2003. •Serves on the advisory boards of the Hospital for Special Surgery in New York and the Hood Museum of Art. | | Jeffrey B. Citrin Age 66 Director since July 28, 2014 Co-Founder and Executive Chairman of Temerity Strategic Partners Committees: Compensation & Human Capital | | | | | QUALIFICATIONS FOR THE TANGER BOARD Mr. Citrin has over 34 years of experience in public company and private company real estate investment during which he has structured complex real estate and financial transactions. The Board benefits from this technical experience as well as from Mr. Citrin’s extensive executive, management and legal experience. OTHER CURRENT PUBLIC COMPANY BOARDS Trinity Place Holdings Inc. (NYSE: TPHS) | |
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| | | | | | BACKGROUND | | | | •Lead Independent Director of the Board from January 1, 2021 to June 30, 2023; Non-Executive Chair of the Board from May 17, 2019 to December 31, 2020. •Chief Executive Officer of Kimco Realty Corporation, a publicly-traded REIT, from December 2009 and Vice Chairman of the Board of Directors from April 2001 until his retirement from both positions in January 2016. •A 23-year career at G.E. Capital Real Estate, General Electric’s former real estate division, including serving as Senior Vice President and Chief Investment Officer, as well as Chairman of G.E. Capital Investment Advisors. •Co-founder and Chairman of Peaceable Street Capital, a preferred equity lender for income producing commercial real estate properties. •Previously served on the Board of Directors of VEREIT, Inc. from September 2015 to November 2021, and Columbia Property Trust, Inc. from January 2016 to December 2021. | •Director of Fairfield County Bank, a private Connecticut mutual savings bank. •Serves on the real estate advisory boards of New York University, Bucknell University, Baruch College, ALTO Real Estate Funds, Orangewood Partners and Pine Tree, LLC. •Former Trustee and 2011-2012 Chairman of the International Council of Shopping Centers. •Former Vice-Chairman of the Board of Governors of the National Association of Real Estate Investment Trusts. •Former member of the Executive Board of the Real Estate Roundtable. | | David B. Henry Age 75 Director since January 1, 2016 Retired Vice Chairman of the Board of Directors and Chief Executive Officer of Kimco Realty Corporation Committees: Audit & Nominating & Corporate Governance | | | | | QUALIFICATIONS FOR THE TANGER BOARD Mr. Henry has over 43 years of real estate industry experience with multinational, publicly traded companies. The Board benefits from his familiarity with the REIT industry, particularly the retail sector, as well as from his extensive executive, financial and management expertise. OTHER CURRENT PUBLIC COMPANY BOARDS Healthpeak Properties, Inc. (NYSE: DOC), not standing for re-election in 2024. Starwood Real Estate Income Trust, a non-traded REIT. | |
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| | | | | | BACKGROUND | | | | •Director at Sycamore Partners since 2023 with responsibility for providing real estate strategy for the portfolio. •Chairman, Chief Executive Officer, and Director of WeWork Inc., a commercial real estate company, from 2020 to 2023. •Chief Executive Officer of Brookfield Properties’ retail group, a commercial real estate agency, and Vice Chairman of Brookfield Properties from 2018 to 2019. •Chief Executive Officer of GGP Inc. for eight years, during which he recapitalized the company from bankruptcy in 2010 and led eight successful years of growth prior to the successful $9.25 billion acquisition of GGP by Brookfield Property Partners in 2018. | •President of Retail at Vornado Realty Trust, a real estate investment trust company, from 2002 to 2010. •Executive Vice President at Forest City Ratner Companies, LLC from 1994 to 2002. •Former Chair and current Executive Board member of the National Association of Real Estate Investment Trusts, as well as a former Trustee of the International Council of Shopping Centers. | | Sandeep L. Mathrani Age 61 Director since June 3, 2021 Director at Sycamore Partners Committees: Audit & Compensation & Human Capital | | | | | QUALIFICATIONS FOR THE TANGER BOARD With more than three decades of professional experience and insight, as well as a proven record of success in the real estate industry, Mr. Mathrani brings dynamic value and further strengthens the talent represented on the Board. OTHER CURRENT PUBLIC COMPANY BOARDS Bowlero Corp. (NYSE: BOWL) Dick’s Sporting Goods, Inc. (NYSE: DKS) | |
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| | | | | | BACKGROUND | | | | •Non-Executive Chair of the Board from May 20, 2016 to May 17, 2019. •Managing Partner and Owner of Red Dog Ventures, LLC, a private equity and venture capital firm, since 2009. •Chief Executive Officer of Richard Petty Motorsports from 2008 to 2009. •Chief Executive Officer of LendingTree.com from 2005 to 2007; President and Chief Operating Officer from 2000 to 2005. | •Various senior leadership positions at The Coca-Cola Company from 1995 to 1999, including Vice President, Consumer Marketing of Coca-Cola USA, and at Kraft Foods, Inc. from 1982 to 1995. •Previously served on the Board of Directors of Premier Farnell plc from 2010 to 2016 and of Valassis Communications Inc. from 2010 to 2014 and R.H. Donnelley from 2007 to 2010. | | Thomas J. Reddin Age 63 Director since July 26, 2010 Managing Partner and Owner of Red Dog Ventures, LLC Committees: Compensation & Human Capital (Chair), Nominating & Corporate Governance | | | | | QUALIFICATIONS FOR THE TANGER BOARD Mr. Reddin has over 37 years of experience in general management and e-commerce, including managing some of the leading brands in their respective categories. His experience in growing and building digital businesses and developing and marketing leading consumer brands enables him to provide invaluable insights into helping the Company elevate its brand and advance its digital strategy. He is certified in Cyber Security Risk Oversight by the Software Engineering Institute at Carnegie Mellon University & NACD and has experience overseeing cyber security risk management as CEO of LendingTree.com. OTHER CURRENT PUBLIC COMPANY BOARDS Asbury Automotive Group (NYSE: ABG) Deluxe Corporation (NYSE: DLX) | |
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| | | | | | BACKGROUND | | | | •Lead Independent Director since July 1, 2023. •Managing Partner at Ryan-Berman Advisory, LLC, a strategic advisory and consulting firm, since January 2018. •Chief Experience Officer of Enjoy Technology, Inc., a provider of setup and training services for tech products, from June 2016 to December 2017. •Independent consultant advising multi-channel brands and companies on business innovation and large-scale transformation designed around the customer experience from 2015 to 2016. •Chief Executive Officer of Victoria’s Secret Direct, LLC, an online and catalog division of Victoria’s Secret, a specialty retailer of women’s lingerie, beauty products, apparel and accessories from 2011 to 2015. •Independent consultant advising clients in the retail, wholesale and financial investment sectors providing strategic planning, business development and executive coaching services. •Chief Executive Officer of Giorgio Armani Corp., the wholly owned U.S. subsidiary of Giorgio Armani S.p.A., a provider of fashion and luxury goods products, from 2006 to 2007. •Vice President/Chief Operating Officer of Apple Computer Retail from 2004 to 2005. | •Various executive positions with Polo Ralph Lauren Corporation, including Group President of Polo Ralph Lauren Global Retail, from 1992 to 2004 and various capacities at May Department Stores, Federated Department Stores and Allied Stores Corp. from 1982 to 1992. •Serves on the Board of Directors of Tegra Global, a private apparel manufacturing and supply chain provider. •Previously served on the Board of Directors of J. Crew Group, Inc. and as Chair of the Board of Directors of BH Cosmetics. •Co-founder of Miraclefeet, a non-profit organization providing technical and financial support to children and families for the treatment of clubfoot in developing countries. •Former Chair of the Dean's Cabinet of the Advisory Council for Virginia Tech’s Pamplin College of Business. She serves on the University’s Alumni Association Board and was previously on the University's Foundation Board. She also serves on the Board of Trustees for Benedictine Schools of Richmond. | | Bridget M. Ryan-Berman Age 63 Director since January 1, 2009 Managing Partner of Ryan-Berman Advisory, LLC Committees: Compensation & Human Capital, Nominating & Corporate Governance | | | | | QUALIFICATIONS FOR THE TANGER BOARD For more than three decades, Bridget Ryan-Berman has been responsible for business development, consumer strategies and retail operations at leading global fashion and luxury goods companies. She serves as a strategic advisor and board director for multi-channel consumer companies focused on the acceleration of brand growth and business development, digital transformation and consumer engagement. Ms. Ryan-Berman’s extensive experience in apparel and retailing enables her to provide invaluable insight into the environment in which the Company operates. OTHER CURRENT PUBLIC COMPANY BOARDS Asbury Automotive Group (NYSE: ABG) Newell Brands Inc. (NASDAQ: NWL) | |
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| | | | | | BACKGROUND | | | | •Chief Executive Officer of West Walk Advisors, LLC, a private advisory firm she founded in 2018. •Former Senior Advisor to Boston Consulting Group, a global consulting firm, providing treasury management services to the group’s clients from 2019 to 2022. •Former Senior Advisor to Promontory Financial Group, a financial service company and an IBM company, guiding clients on regulatory and risk management measures, from 2018 to 2021. •Former Chairwoman, Chief Executive Officer and President of Deutsche Bank Trust Company Americas, Deutsche Bank’s U.S. commercial banking entity, from 2016 to 2018. Beginning in 2013, she led the transaction banking businesses in North and South America, and also led the global correspondent banking business. •A seven-year career at Bank of New York Mellon Trust Company, N.A., including serving as an Executive member of the Board of Directors and as an Executive Vice President, co-leading the acquisition and integration of the JPMorgan Corporate Trust business. | •Various leadership roles at companies including Morgan Stanley, Treasury Strategies, Inc., Ernst & Young and Manufacturers Hanover Trust Company. •Previously served on the Board of Directors of VEREIT, Inc. from February 2021 to November 2021. •Serves as a Director of the Falcon Group, a private inventory management solutions business. •Previously served as a Director of RBC U.S. Group Holdings LLC, the private intermediate holding company for Royal Bank of Canada’s U.S. operations. •Serves on the Board of Trustees of Hamilton College since 1994 and as an elected trustee of the Village of Saltaire in Fire Island, New York since 2022. •Previously served on the Board of Trustees of The Brooklyn Hospital Center from 2013 to 2022. | | Susan E. Skerritt Age 69 Director since July 30, 2018 Chief Executive Officer of West Walk Advisors, LLC Committees: Audit (Chair) | | | | | QUALIFICATIONS FOR THE TANGER BOARD With a 40-year financial career as a demonstrated leader with deep expertise in global financial markets, regulatory compliance, and risk management, Ms. Skerritt brings valuable perspective to the Board. Ms. Skerritt is also certified by the National Association of Corporate Directors (NACD) Cyber-Risk Oversight Program and is an NACD Board Leadership Fellow. OTHER CURRENT PUBLIC COMPANY BOARDS Community Bank System, Inc. (NYSE: CBU) IG Group Holdings plc (LSE: IGG) | |
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| | | | | | BACKGROUND | | | | •Non-Executive Chair of the Board since January 1, 2024 and Executive Chair of the Board from January 1, 2021 to December 31, 2023. •Served as the Company’s Chief Executive Officer from May 2017 to December 2020; President and Chief Executive Officer from January 2009 to May 2017; President and Chief Operating Officer from January 1995 to December 2008; and Executive Vice President from 1986 to December 1994. | •Served on the Board of Directors of The Fresh Market, Inc. from June 2012 to April 2016. •Former Trustee of the International Council of Shopping Centers (ICSC), a member of the Real Estate Roundtable, and a Director and Member of the Executive Committee of the National Association of Real Estate Investment Trusts (NAREIT). | | Steven B. Tanger Age 75 Director since May 13, 1993 Former Executive Chair of the Board Committees: None | | | | | QUALIFICATIONS FOR THE TANGER BOARD Mr. Tanger joined the Company’s predecessor in 1986 and is the son of the Company’s founder, the late Stanley K. Tanger. Together with his father, Mr. Tanger helped develop the Company into a portfolio of 38 outlet shopping centers, one adjacent managed center and one open-air lifestyle center in 20 U.S. states and in Canada. Mr. Tanger provides an insider’s perspective in Board discussions and is experienced in all aspects of the Company’s business. OTHER CURRENT PUBLIC COMPANY BOARDS None | |
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| | | | | | BACKGROUND | | | | •Mr. Ubiñas is Chairman of the Statue of Liberty - Ellis Island Foundation (a nonprofit organization that works to preserve the Statue of Liberty and Ellis Island) and has served in this capacity since January 2021; he previously served as Vice Chair from 2018 until 2021 and has served as a member of its board of directors since 2014. •President of the Ford Foundation from 2008 to 2013, then the second-largest foundation in the United States, where he led a broad-based restructuring of the organization, including a strategic resetting of its programs, reinvestment of over 80% of the endowment, and a rebuilding of facilities and systems. •An 18-year career at McKinsey & Company where, as a Senior Partner, he led the firm’s media practice during the transition from analog to digital and omnichannel platforms. | •Previously served on the Board of Directors of Boston Private Financial Holdings from September 2017 to July 2021, Valassis Communications, Inc. from December 2012 to February 2014, and CommerceHub, Inc. from June 2016 to May 2018. •Serves on the Board of Trustees of Mercer Funds, a registered management investment company. •Member of the Advisory Board of the United Nations Fund of International Partnerships. He is also a member of the Executive Committee and Chairs the Finance Committee of the New York Public Library. | | Luis A. Ubiñas Age 61 Director since July 29, 2019 Former President, Ford Foundation Committees: Nominating & Corporate Governance (Chair) | | | | | QUALIFICATIONS FOR THE TANGER BOARD As a demonstrated leader with deep expertise in helping companies adopt successful strategies during periods of transformation, Mr. Ubiñas brings valuable perspective to the Board. OTHER CURRENT PUBLIC COMPANY BOARDS AT&T (NYSE: T) Electronic Arts Inc. (NASDAQ: EA) | |
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| | | | | | BACKGROUND | | | | •President and Chief Executive Officer of the Company since January 2021. Mr. Yalof joined the Company in April 2020 as President and Chief Operating Officer. •Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc. from September 2014 to April 2020. •More than 21 years of experience in the retail industry, previously serving as Senior Vice President of Real Estate for Ralph Lauren Corporation and Senior Director of Real Estate for The Gap, Inc. | •Serves as a Trustee of the International Council of Shopping Centers, as well as on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (CREUA) at George Washington University. | | Stephen J. Yalof Age 61 Director since July 20, 2020 President and Chief Executive Officer Committees: None | | | | | QUALIFICATIONS FOR THE TANGER BOARD Mr. Yalof provides insight into the Company's operations and strategy as well as extensive experience in the real estate and retail industries. OTHER CURRENT PUBLIC COMPANY BOARDS None | |
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Vote Required. The nominees will be elected if votes cast for each nominee’s election exceed the votes cast against such nominee’s election, provided that a quorum is present. Accordingly, abstentions, broker non-votes and Common Shares present at the meeting for any other purpose but which are not voted on this proposal will not affect the outcome of the vote on the nominees. The nine nominees who were approved by the Nominating and Corporate Governance Committee for inclusion on the proxy card are standing for re-election. Director Independence Our Corporate Governance Guidelines and the listing standards of the New York Stock Exchange (“NYSE”) require that a majority of our directors be “independent” and that every member of the Board’s Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee be “independent,” in each case as such term is defined by the NYSE listing requirements. Generally, independent directors are those directors who are not concurrently serving as officers of the Company and who have no material relationship with us. We presently have nine directors, including seven independent directors. Our Board has affirmatively determined that the following seven current directors are “independent,” as that term is defined under the listing standards of the NYSE: Jeffrey B. Citrin, David B. Henry, Sandeep L. Mathrani, Thomas J. Reddin, Bridget M. Ryan-Berman, Susan E. Skerritt and Luis A. Ubiñas. Steven B. Tanger is serving as our Non-Executive Chair of the Board as of January 1, 2024, and Stephen J. Yalof is our President and CEO, and therefore, are not independent. In determining the independence of our directors, the Board considered that Ms. Ryan-Berman is a director of Newell Brands Inc., the owner of a portfolio of brands, including one of our tenants and that Mr. Mathrani is a director of Dick’s Sporting Goods, Inc., one of our tenants. The Board considered the nature of this relationship and the dollar value of the annual rental payments received from the respective tenant and determined that the relationship does not impair Ms. Ryan-Berman’s or Mr. Mathrani’s independence.
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Board Leadership Structure Pursuant to our By-Laws and our Corporate Governance Guidelines, our Board determines the appropriate board leadership structure for our Company from time to time. We recognize that different board leadership structures may be appropriate for companies in different situations and so as part of our annual Board self-evaluation process, we evaluate our leadership structure to ensure that the Board continues to believe that it provides the optimal structure for our Company and shareholders. We presently operate with a non-executive Chair, a Chief Executive Officer and a Lead Independent Director. Mr. Tanger became our non-executive Chair on January 1, 2024, after having served as our Executive Chair since January 1, 2021 and prior to that as a director since May 1993. Mr. Yalof, our President and CEO, was appointed to the Board effective July 20, 2020 and became CEO on January 1, 2021. Ms. Bridget M. Ryan-Berman was appointed Lead Independent Director effective July 1, 2023. We believe our current leadership structure is the optimal structure for us at this time, providing both strong oversight and operational insight. We believe the benefits of the arrangement include the following: •Leverages the valuable expertise of Mr. Tanger, who has substantive knowledge of the outlet sector and significant industry relationships. •Affords consistent and stable leadership in the board room, with Mr. Tanger facilitating board room discussion and presiding over Board meetings. •Establishes clear leadership roles, with our Chair assuming principal responsibility for the functioning of our Board while our CEO assumes principal responsibility for the day to day operations of the Company. •Provides valuable independent oversight of management from our Lead independent Director since our non-executive Chair does not meet our independence requirements. •Creates an environment in which our President and CEO, Mr. Yalof, can effectively lead and engage our employees and work productively to create and execute the Company’s strategic vision. •Ensures effective communication between the independent directors, the Chief Executive Officer and the non-executive Chair.
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| The Role of the Lead Independent Director | | | Bridget Ryan-Berman Lead Independent Director | Ms. Ryan-Berman has substantial experience with corporate governance and public company management, as well as deep knowledge of the Company and its governance practices. The Board believes Ms. Ryan-Berman’s tenure as a director enables her to provide a valuable perspective on Tanger’s business and risk framework and enhances her ability to challenge members of senior management. As our Lead Independent Director, Ms. Ryan-Berman has significant authority and responsibilities to provide for an effective and independent Board. In this role, she has the following responsibilities: | | EXECUTIVE SESSIONS & MEETING OF INDEPENDENT DIRECTORS | •Leads executive sessions (including of independent directors) and facilitates discussion of the Company’s strategy and key governance issues (including succession planning) •Serves as liaison between independent directors and the non-executive Chair and CEO | | PERFORMANCE EVALUATIONS | •Focuses on Board effectiveness, performance and composition with input from the Nominating and Corporate Governance Committee •Oversees and reports on annual Board and Committee self-evaluations, in consultation with the Nominating and Corporate Governance Committee •Facilitates discussions regarding the performance of Tanger senior executives | | BOARD PROCESSES AND INFORMATION | •Develops and approves the agenda for Board meetings, in consultation with the non-executive Chair, CEO and Committee Chairs •Meets regularly between Board meetings with the non-executive Chair and CEO •Sits on and attends the meetings of each Board committee | | SHAREHOLDER OUTREACH | •Responds to shareholder inquiries and leads shareholder outreach efforts, when appropriate |
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Risk Oversight
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| Board of Directors •The full Board is ultimately responsible for overseeing the Company’s risk management processes, and our committees assist the Board in fulfilling this responsibility. Our Board is involved in risk oversight through direct decision-making authority with respect to fundamental financial and business strategies and major corporate activities. In addition, our Board regularly receives reports by each committee chair after each meeting regarding the applicable committee’s considerations and actions with respect to certain risks. Finally, the Board, when appropriate, receives reports directly from officers and senior management responsible for oversight of particular risks within the Company. | | | | AUDIT COMMITTEE | | •The Audit Committee is responsible for primary risk oversight related to our financial reporting, accounting and internal controls. •The Audit Committee receives reports from management at least quarterly regarding the Company’s assessment of risks. These risks relate to a range of issues including strategy, operations, legal/regulatory and cybersecurity, among others. •The Audit Committee focuses on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board’s levels of risk tolerance. | | COMPENSATION AND HUMAN CAPITAL COMMITTEE | | •The Compensation and Human Capital Committee is responsible for overseeing our Company’s assessment and management of risk related to our Company’s compensation plans, policies and overall philosophy as more fully described under our “Compensation Review Process.” •The Compensation and Human Capital Committee maintains primary responsibility for the oversight of and risks related to human capital management, including, but not limited to, retention, management succession, diversity, culture and engagement. | | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | •The Nominating and Corporate Governance Committee oversees risks related to corporate governance, including our overall governance framework and the development of our corporate governance principles. •The Nominating and Corporate Governance Committee oversees risks related to board and CEO succession. •The Nominating and Corporate Governance Committee maintains primary responsibility for the oversight of and risks related to the environment and sustainability, including the alignment of such programs with Company strategy. | | | | MANAGEMENT •While the Board oversees our overall risk management, our management is responsible for day-to-day risk management processes. |
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Cybersecurity Risk Management Oversight We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Our executive management team is regularly informed of all aspects related to cybersecurity risks and incidents and we have strategically integrated cybersecurity risk management into our broader risk management framework to promote a Company-wide culture of cybersecurity risk management. We believe that this integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our technology department continuously identifies, evaluates and manages material risks from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and tenant data in alignment with our business objectives and operational needs. The Board is focused on the critical nature of managing risks associated with cybersecurity threats. The Board has delegated to its Audit Committee oversight of management's processes for identifying and mitigating risks, including cybersecurity-related risks, to help align our risk exposure with our strategic objectives. The Audit Committee engages in regular discussions with management regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats. These discussions include the Company’s risk assessment and risk management policies. Assessing, identifying and managing cybersecurity related risks are integrated into our overall ERM process. Cybersecurity related risks are included in the population that the ERM function evaluates to assess the top risks to the enterprise on a quarterly basis. To the extent the ERM process identifies a heightened cybersecurity related risk, management develops risk mitigation plans to minimize the risk. The ERM annual risk assessment is presented to the Audit Committee. For a further description of the cybersecurity risk management policies and practices of the Board and management, see Item 1C of the Form 10-K included in the Company’s Annual Report.
Engaging with our Lenders, Noteholders and Ratings Agencies
| Tanger Inc. | 2024 Proxy Statement | 29 |
Engaging with our Lenders, Noteholders and Ratings Agencies
Attendance at Board and Committee Meetings The Board held five meetings during 2023. Each of the incumbent directors in office during 2023 attended 100% of the Board meetings and meetings of committees on which the director served, during the period in which such person served as a director. We do not have a formal policy of attendance for directors at our annual meeting of shareholders. All of our incumbent directors who were serving at the time of the 2023 annual meeting of shareholders attended the meeting. Pursuant to our Corporate Governance Guidelines, non-management directors are required to meet in executive sessions following each regularly scheduled quarterly Board meeting. The Lead Independent Director of the Board presides at all executive sessions at which he or she is in attendance. In addition, to the extent applicable, non-management directors who are not independent under the rules of the NYSE may participate in these executive sessions, but our independent directors meet in executive session at least once per year. Anti-Hedging Policy The Company has established an anti-hedging policy that prohibits our executive officers, directors and employees, their family members and any entities they control, from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly. These transactions allow the shareholder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the owner may no longer have the same objectives as the company’s other shareholders. Therefore, executive officers, directors and employees may not engage in any such transactions with respect to the Common Shares they own. Committees of the Board The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The current committees are the Audit Committee, the Compensation and Human Capital Committee, and the Nominating and Corporate Governance Committee. In accordance with NYSE listing standards, all of the committees are comprised solely of independent directors. Charters for each of the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees are available on the Company’s website at www.tanger.com by first clicking on “INVESTOR RELATIONS,” then ”GOVERNANCE” and then “GOVERNANCE DOCUMENTS.” The table below shows the current membership for each of the standing committees.
Engaging with our Lenders, Noteholders and Ratings Agencies
| | Age | Years on Board | Independent | Audit Committee | Compensation and Human Capital Committee | Nominating and Corporate Governance Committee | | Jeffrey B. Citrin | 66 | 9 | | | | | | David. B. Henry | 75 | 8 | | | | | | Sandeep L. Mathrani | 61 | 2 | | | | | | Thomas J. Reddin | 63 | 13 | | | | | | Bridget M. Ryan-Berman* | 63 | 15 | | | | | | Susan E. Skerritt | 69 | 5 | | | | | | Steven B. Tanger** | 75 | 30 | | | | | | Luis A. Ubiñas | 61 | 4 | | | | | | Stephen J. Yalof*** | 61 | 3 | | | | |
Engaging with our Lenders, Noteholders and Ratings Agencies
* Lead Independent Director ** Non-Executive Chair of the Board *** Chief Executive Officer
Engaging with our Lenders, Noteholders and Ratings Agencies
| Member | Chair |
Engaging with our Lenders, Noteholders and Ratings Agencies
| 30 | Tanger Inc. | 2024 Proxy Statement |
Engaging with our Lenders, Noteholders and Ratings Agencies
| | Audit Committee | | | Susan E. Skerritt Chair | | The Board has established an Audit Committee currently consisting of four of our independent directors, each of whom satisfies the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), has been determined by the Board to be “financially literate” as defined in the listing requirements of the NYSE and qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K. PURPOSE AND RESPONSIBILITIES •Assists the Board in fulfilling its oversight of: –our accounting and the integrity of our financial statements and financial reporting process; –our compliance with legal and regulatory requirements; –the qualifications and independence of our independent registered public accountants; –the performance of our independent registered public accountants and our internal audit function; –our systems of disclosure controls and procedures; and –our enterprise risk management, including risks related to cybersecurity. •Prepares any audit committee report required by the regulations of the Securities Exchange Commission (“SEC”) to be included in our annual proxy statement; •Appoints, retains, oversees and provides compensation for the work of our independent registered public accountants and approves in advance, or adopts appropriate procedures to approve in advance, all audit and non-audit services provided by the independent registered public accountants; and •Discusses with management the Company’s policies with respect to risk assessment and risk management, the Company’s significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures. During 2023, there were five meetings of the Audit Committee. Our Board has delegated oversight of compliance with our code of ethics to the Audit Committee, including the review of related party transactions and the granting of waivers to the code of business conduct and ethics. If the Audit Committee grants any waivers to the code of business conduct and ethics for any of our executive officers and directors, we will promptly disclose such waivers as required by law or NYSE regulations. | | Members Jeffrey B. Citrin David B. Henry Sandeep Mathrani Meetings in 2023: 5 | | |
Engaging with our Lenders, Noteholders and Ratings Agencies
| Tanger Inc. | 2024 Proxy Statement | 31 |
Engaging with our Lenders, Noteholders and Ratings Agencies
| | Compensation and Human Capital Committee | | | Thomas J. Reddin Chair | | The Board has established a Compensation and Human Capital Committee currently consisting of four of our independent directors, each of whom meets the NYSE’s additional standards for compensation committee membership and qualifies as a non-employee director for purposes of Section 16 of the Exchange Act. PURPOSE AND RESPONSIBILITIES •Reviews and approves the corporate goals and objectives relevant to the compensation of the CEO; •Evaluates the CEO’s performance in light of those goals and objectives and, either as a committee or together with other independent directors (as directed by the Board), determines compensation for our CEO; •Makes recommendations to the Board with respect to the compensation of other executive officers and directors; •Administers the Company’s Amended and Restated Incentive Award Plan (the “Incentive Award Plan”), except in the case of awards to non- employee directors for which the plan is administered by the Board. This plan provides for the issuance of equity-based awards to the Company’s employees, directors, and consultants (other than non-employee directors); •Selects the employees and consultants (other than non-employee directors) to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards; and •Reviews programs and strategies related to human capital management, including retention, management succession, diversity, culture and engagement. During 2023, there were three meetings of the Compensation and Human Capital Committee. | | Members Jeffrey B. Citrin Sandeep L. Mathrani Bridget M. Ryan-Berman Meetings in 2023: 3 | | |
Engaging with our Lenders, Noteholders and Ratings Agencies
| 32 | Tanger Inc. | 2024 Proxy Statement |
Engaging with our Lenders, Noteholders and Ratings Agencies
| | Nominating and Corporate Governance Committee | | | Luis A. Ubiñas Chair | | The Board has established a Nominating and Corporate Governance Committee currently consisting of four of our independent directors. PURPOSE AND RESPONSIBILITIES •Makes recommendations to the Board regarding changes in the size of the Board or any committee of the Board; •Recommends individuals for the Board to nominate for election as directors; •Recommends individuals for appointment to committees of the Board; •Establishes procedures for the Nominating and Corporate Governance Committee’s oversight of the annual evaluation of the Board and management; •Identifies and recommends approaches to director orientation and continuing education and develops and recommends to the Board corporate governance guidelines; •Evaluates annually the effectiveness of the Board as a whole and identifies any areas in which the Board may be better served by adding new members with different skills, backgrounds or areas of experience; •Assists the Board in maintaining a skills matrix as a tool for considering the experience of directors; and •Reviews the Company’s programs with respect to the environment and sustainability. During 2023, there were four meetings of the Nominating and Corporate Governance Committee. | | Members David. B. Henry Thomas J. Reddin Bridget M. Ryan-Berman Meetings in 2023: 4 | | |
Engaging with our Lenders, Noteholders and Ratings Agencies
In identifying qualified director candidates for election to the Board and to fill vacancies on the Board, the Nominating and Corporate Governance Committee solicits current directors for the names of potentially qualified candidates, may ask directors to pursue their own business contacts for the names of potentially qualified candidates and may engage a third party search firm to identify names of potentially qualified candidates. The Board values directors who will bring a sufficient range of different perspectives to bear, generate appropriate discussion and debate, and fulfill their oversight responsibilities to foster significant value creation for our shareholders. The Board considers director candidates based on a number of factors including: whether the Board member will be “independent” in accordance with NYSE listing requirements; personal integrity and other qualities and characteristics, accomplishments and reputation in the business community; experience with businesses and other organizations of comparable size and current knowledge and contacts in the Company’s industry or other industries relevant to the Company’s business; experience and understanding of the Company’s business and financial matters affecting its business; ability and willingness to commit adequate time to Board and committee matters; the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to the needs of the Company; and diversity of viewpoints, background, experience, gender, race, ethnicity and other attributes. It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s shareholders in accordance with the procedures described under “Other Matters- Shareholder Proposals and Nominations for the 2025 Annual Meeting of Shareholders-Shareholder Suggestions for Director Nominations” in this Proxy Statement. Shareholder nominees who are recommended in accordance with these procedures will be given the same consideration as nominees for director from other sources.
Engaging with our Lenders, Noteholders and Ratings Agencies
| Tanger Inc. | 2024 Proxy Statement | 33 |
Engaging with our Lenders, Noteholders and Ratings Agencies
Communications with Directors Any shareholder or interested party is welcome to communicate with our Lead Independent Director, any other director, the non-employee directors as a group or the Board as a whole by writing to the relevant director(s) as follows: Tanger Inc., c/o the Corporate Secretary, 3200 Northline Avenue, Suite 360, Greensboro, NC 27408. All communications, except for marketing and advertising materials, are forwarded directly to our directors. Compensation of Directors The annual compensation to the non-employee directors for 2023 was set and approved by the Board based on the recommendations of our independent compensation consultants engaged by the Compensation and Human Capital Committee, and did not change from the compensation paid to non-employee directors in 2022. Compensation paid to our non-employee directors for services in 2023 is described below.
Annual Non-Employee Director Compensation
Annual Non-Employee Director Compensation
Annual Non-Employee Director Compensation
| Director Retainers |
Annual Non-Employee Director Compensation
| ■ | $60,000 Annual Cash Retainer | | ■ | $165,000 Annual Equity Retainer |
Annual Non-Employee Director Compensation
| Lead Independent Director and Committee Chair Additional Retainers |
Annual Non-Employee Director Compensation
Our current President and CEO, Mr. Yalof, who is also a director, is not paid any director fees for his services as director of the Company. Mr. Tanger, who served as our Executive Chair of the Board in 2023 similarly did not receive any director fees for his services as a director of the Company in 2023. As of January 1, 2024, Mr. Tanger transitioned to Non-Executive Chair of the Board. In this role, he will be compensated in accordance with the Company’s director compensation policy outlined below, with an additional cash retainer of $70,000 for his role as Non-Executive Chair. Mr. Tanger will not earn any additional compensation beyond the aforementioned retainer amounts. Our non-employee directors’ annual cash retainer will increase to $70,000 in 2024 and the annual equity retainer will increase to $175,000 in 2024. The Lead Independent Director cash retainer will increase to $70,000 in 2024. Our non-employee directors are reimbursed for their expenses incurred in attending Board meetings Equity Compensation We may from time to time grant to any non-employee director options, restricted or deferred shares or other awards upon approval of the entire Board. The Board selects the non-employee directors to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards based on recommendations and advice from the Compensation and Human Capital Committee. However, as set forth in the Incentive Award Plan, a non-employee director may not receive awards under the Incentive Award Plan with an aggregate value in excess of $500,000 during any fiscal year. The Board approved awards of restricted Common Shares to each non-employee director with a grant date fair value of approximately $165,000 for 2023. The non-employee directors' restricted common shares generally vest ratably over periods ranging from one to three year periods.
Annual Non-Employee Director Compensation
| 34 | Tanger Inc. | 2024 Proxy Statement |
Annual Non-Employee Director Compensation
In addition, the Director Deferred Share Program of Tanger Inc. and Tanger Properties Limited Partnership (the “Director Deferred Share Program”) allows non-employee directors to elect to receive all or a portion of their cash and/or equity compensation in deferred shares. In the event a non-employee director elects to defer compensation, such compensation (along with any dividends earned with respect to such compensation) will be credited to a bookkeeping account and paid in Common Shares within 60 days following the payment date elected by such director. Such payment date will be one of the following dates: (1) the date of termination of directorship, (2) a specified annual anniversary of the date of termination of directorship, (3) a specified date that is after December 31 of the applicable service year, or (4) the earlier of the date of death or disability. Any deferred shares shall be subject to the same vesting conditions applicable to restricted Common Shares that would have been granted absent a deferral election. In 2023, two non-employee directors participated in the Director Deferred Share Program, as described in the footnotes to the Director Compensation Table below. Minimum Equity Ownership Guidelines The Board expects all non-employee directors to own a meaningful equity interest in the Company to more closely align the interests of directors with those of shareholders. Our equity ownership guidelines require non-employee directors to hold Common Shares with a value equal to five times the base annual board retainer within five years of joining the Board. All non-employee directors who have been board members for at least 5 years met the share ownership guidelines as of December 31, 2023. Director Compensation Table The following table shows the total compensation for our non-employee directors for the fiscal year ended December 31, 2023:
Annual Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash | | Share Awards(1) | | All Other Compensation(2) | | Total | | Jeffrey B. Citrin(3) | | $60,000 | | $165,010 | | $17,133 | $242,143 | | David B. Henry | | 85,000 | | 165,010 | | 17,133 | 267,143 | | Sandeep L. Mathrani | | 60,000 | | 165,010 | | 13,479 | 238,489 | | Thomas J. Reddin | | 85,000 | | 165,010 | | 17,133 | 267,143 | | Bridget M. Ryan-Berman | | 85,000 | | 165,010 | | 17,133 | 267,143 | | Susan E. Skerritt | | 85,000 | | 165,010 | | 17,133 | 267,143 | | Luis A. Ubiñas(4) | | 75,000 | | 165,010 | | 17,133 | 257,143 |
Annual Non-Employee Director Compensation
(1)The amounts in this column represent the grant date fair value of restricted Common Share awards granted during 2023. Each incumbent director serving in 2023 was granted 9,413 restricted Common Shares with a grant date fair value of $17.53 per share. A discussion of the assumptions used in calculating these values may be found in Note 17 to our 2023 audited consolidated financial statements on pages F-46 through F-51 of our 2023 Annual Report. The aggregate number of unvested restricted Common Shares held by directors, as of December 31, 2023, totaled 134,819 Common Shares and for each director, except for Mr. Mathrani, consisted of the following: 9,413 restricted Common Shares granted during 2023 with a grant date fair value of $17.53 per share. 6,618 restricted Common Shares granted during 2022 with a grant date fair value of $16.62 per share, and 3,767 restricted Common Shares granted during 2021 with a grant date fair value of $14.60 per share The aggregate number of unvested restricted Common Shares held by Mr. Mathrani totaled 16,031 and consisted of the following: 9,413 restricted Common Shares granted during 2023 with a grant date fair value of $17.53 per share and 6,618 restricted Common Shares granted during 2022 with a grant date fair value of $16.62. (2)Represents dividends paid on unvested restricted Common Shares or the value of deferred shares credited under our Director Deferred Share Program in respect of dividends. (3)Mr. Citrin deferred all of his cash and equity compensation in 2023 pursuant to our Director Deferred Share Program. Mr. Citrin received 17,928 deferred shares in connection with 2023 cash and equity compensation he elected to defer, including deferred shares earned from dividend reinvestment. (4)Mr. Ubiñas deferred all of his equity compensation in 2023 pursuant to our Director Deferred Share Program. Mr. Ubiñas received 11,375 deferred shares in connection with 2023 equity compensation he elected to defer, including deferred shares earned from dividend reinvestment.
Annual Non-Employee Director Compensation
| Tanger Inc. | 2024 Proxy Statement | 35 |
Annual Non-Employee Director Compensation
| Executive Compensation |
Annual Non-Employee Director Compensation
Compensation Discussion and Analysis Introduction The Compensation and Human Capital Committee is responsible for the Company’s executive compensation philosophy and policies, as well as the annual executive compensation program that flows from them. This “Executive Compensation” section of the Proxy Statement contains a detailed explanation of the compensation arrangements for our NEOs for fiscal year 2023, which were determined by the Compensation and Human Capital Committee. For the fiscal year ended December 31, 2023, our NEOs and their titles were as follows:
Annual Non-Employee Director Compensation
| Steven B. Tanger(1) Executive Chair of the Board | Stephen J. Yalof President and Chief Executive Officer (“CEO”) | Michael J. Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer (“CFO”) | Leslie A. Swanson Executive Vice President - Chief Operating Officer (“COO”) | Andrew R. Wingrove(2) Executive Vice President - Chief Commercial Officer (“CCO”) |
Annual Non-Employee Director Compensation
(1)Mr. Tanger transitioned to non-executive Chair of the Board on January 1, 2024. (2)Mr. Wingrove separated from the Company on February 9, 2024. The Compensation Discussion and Analysis includes the following sections:
Annual Non-Employee Director Compensation
| | Executive Summary | | Compensation Review Process | | 2023 Compensation | | Governance Policies Relating to Compensation | | Summarizes our efforts to engage shareholders with regard to “Say-on-Pay”, compensation highlights and 2023 Business Recap. | | Outlines the role of the Compensation and Human Capital Committee, compensation consultant and CEO in developing appropriate compensation programs for our NEOs. | | Provides a more detailed description of our compensation program as applied to our NEOs. | | Details other governance policies and processes related to our executive compensation program. | | | See page 37 | | See page 41 | | See page 45 | | See page 55 | |
Annual Non-Employee Director Compensation
| 36 | Tanger Inc. | 2024 Proxy Statement |
Annual Non-Employee Director Compensation
| | Executive Summary |
Annual Non-Employee Director Compensation
We are one of the leading owners and operators of outlet and open-air centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers. We have a primary objective to maximize TSR through growth in FFO and asset value appreciation. Our Company was built on a firm foundation of strong and enduring business relationships coupled with disciplined business practices. We partner with many of the world's best known and most respected brands and retailers. By fostering and maintaining strong relationships with these successful, high volume companies, we believe we have been able to solidify our position as a leader in the outlet and open-air retail industry for over thirty years. The confidence and trust that we have developed with our retail partners from the very beginning has allowed us to forge the impressive retail alliances that we enjoy today with our brands and retailers. Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet and open-air retail business. The Compensation and Human Capital Committee strongly believes that our executive compensation program represents a thoughtful, balanced program with a pay-for-performance structure that focuses on Company performance and reflects the feedback of our shareholders. Our executive compensation program is designed to motivate, attract and retain highly-qualified executives with this unique and proven skill set and to align the CEO and other NEOs’ interests with those of our shareholders. In years that our shareholder value has increased, aggregate compensation for our CEO and other NEOs has generally increased. Conversely, in years that our Common Shares have underperformed, aggregate compensation for our CEO and other NEOs has generally declined. We believe that such alignment is strongly evidenced by the 2023 compensation and the current outstanding equity awards held by our NEOs. Shareholder Engagement and Listening to Our Shareholders We have historically taken into consideration the results of our advisory votes on the Company’s executive compensation program and NEO compensation decisions, and since 2014, we have proactively engaged in ongoing shareholder outreach in order to hear feedback about our executive compensation program directly from shareholders. We annually conduct outreach efforts, now led by Ms. Bridget M. Ryan-Berman, our Lead Independent Director, to understand and address any potential shareholder concerns. In addition to our Shareholder Engagement from our Board, management maintains active dialogue with the financial community and during 2023, we elevated our efforts to engage with the investment community and other key stakeholders through frequent discussions, meetings and property tours. Our shareholders approved the 2023 advisory executive compensation say on pay vote at a rate of 96.3% of votes cast. We believe that the overwhelming support of our shareholders, as shown in the chart below, indicates that our shareholders are generally supportive of our approach to executive compensation.
Say on Pay Results
| | Year | Salary | | Cash Bonus(1) | | Time-Based Equity Awards | | Performance-Based Equity Awards | | Total Direct Compensation(2) | | | Stephen J. Yalof, President and CEO | 2023 | | 850,000 | | 1,477,318 | | 1,400,016 | | 2,100,011 | | 5,827,345 | | | 2022 | | 850,000 | | 1,420,828 | | 1,200,014 | | 1,800,005 | | 5,270,847 | | | % Change | | —% | | 4% | | 17% | | 17% | | 11% |
Say on Pay Results
| PSP Performance Period and Metrics | Weight | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | Payout % | | 2021 PSP | | | 95% Completed | | | | | | | Absolute TSR | 33% | | Tracking at Maximum and 100% Projected to be Earned | | | | | 33.00% | | Relative TSR vs. FTSE NAREIT Retail Index | 67% | | Tracking at Maximum and 100% Projected to be Earned | | | | | 67.00% | | Total | | | | | | | | 100.00% | | 2022 PSP | | | | 62% Completed | | | | | | Absolute TSR | 33% | | | Tracking at Maximum and 100% Projected to be Earned | | | | 33.00% | | Relative TSR vs. FTSE NAREIT Retail Index | 67% | | | Tracking at Maximum and 100% Projected to be Earned | | | | 67.00% | | Total | | | | | | | | 100.00% | | 2023 PSP | | | | | 27% Completed | | | | | Absolute TSR | 33% | | | | Tracking at Maximum and 100% Projected to be Earned | | | 33.00% | | Relative TSR vs. FTSE NAREIT Retail Index | 67% | | | | Tracking at Maximum and 100% Projected to be Earned | | | 67.00% | | Total | | | | | | | | 100.00% |
Say on Pay Results
| ■ | Base Salary | ■ | Annual Cash Incentive Award | ■ | Long-Term Incentive Equity Awards |
Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
Compensation Program Rewards The Company’s compensation program rewards teamwork and individual officer contributions to the Company’s annual and longer-term goals. Annual cash performance-based incentives reward executive officers based on Company financial performance. While the individual amounts of incentive compensation paid may vary among officers, the performance targets that are set are generally the same for all officers. This creates an environment where all officers work together to achieve a common goal. See “2023 Compensation - Annual Cash Incentives: Description and Analysis” on page 46 for further discussion of performance targets used to set 2023 compensation. Additionally, equity-based awards are designed to provide long-term incentives that reward price appreciation of our Common Shares over a multi-year period. We also believe that the Company’s executive compensation program does not encourage excessive risk taking. The Compensation and Human Capital Committee has incorporated the following risk-oversight and compensation-design features to guard against excessive risk taking: •Review and approval of corporate objectives by the Compensation and Human Capital Committee to ensure that these goals are aligned with the Company’s annual operating and strategic plans, achieve the desired risk/reward balance, and do not encourage excessive risk taking; •Base salaries consistent with each executive’s responsibilities so that the executive is not motivated to take excessive risks to achieve a reasonable level of financial security; •A significant portion of each executive’s compensation is tied to the future share performance of the Company; •Equity compensation and vesting periods for equity awards that encourage executives to focus on sustained share price appreciation; •Robust share ownership guidelines, clawback policy, anti-hedging policy and anti-pledging policy; and •A mix of cash and equity compensation that is designed to encourage strategies and actions that are in the long-term best interests of the Company.
Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
Role of the Compensation and Human Capital Committee The purposes and responsibilities of the Compensation and Human Capital Committee include the following: •Review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance and determine and approve the CEO’s compensation level based on this evaluation; •Make recommendations to the Board with respect to the compensation of non-employee directors and executive officers other than the CEO; •Periodically review the Company’s incentive-compensation and equity-based plans and approve any new or materially amended equity-based plans; and •Oversee, with management, regulatory compliance with respect to compensation matters. The Compensation and Human Capital Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. In particular, the Compensation and Human Capital Committee may delegate the approval of certain equity awards to a subcommittee consisting solely of members of the Compensation and Human Capital Committee who are “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act. Role of the Compensation Consultant and Use of Market Data In setting compensation for fiscal 2023 performance, the Compensation and Human Capital Committee engaged FPC, an independent compensation consultant, to assist in determining the appropriate amounts, types and mix of executive compensation. The Compensation and Human Capital Committee, with the help of its independent compensation consultant: •reviews the compensation practices of other REITs in order to evaluate market trends and compare our compensation program with the compensation programs of our competitors; •develops, based in part on this data, a compensation plan that is intended to maintain and strengthen the link between corporate performance and shareholder returns while being generally competitive within our industry; and •evaluates benchmark data of compensation paid by peer group companies, not to target a specific percentile of compensation, but rather as a frame of reference to establish NEO compensation opportunities. Based on the Company’s and the individual’s overall performance relative to the peer group and the unique circumstances associated with any individual officer, the Compensation and Human Capital Committee, in consultation with FPC, determined the appropriate level of annual compensation opportunities. During 2023, FPC analyzed data prepared by management regarding the Company’s total compensation obligations to the NEOs, including realized compensation from the prior year and targeted cash compensation for the current year. FPC also analyzed the mix of fixed versus variable, short-term versus long-term and cash versus equity-based compensation and total compensation of officers with similar duties and responsibilities, as well as similar rank within the NEO group, at the peer group companies. For fiscal 2023, FPC recommended the level of base and incentive cash bonus compensation to be set for each NEO as well as the amount of equity awards to be granted to each NEO (or, if applicable, concluded that the recommendations of the CEO with respect to such other officer’s compensation were reasonable and within peer group standards), based on its review of peer data, industry trends, existing employment agreements and current compensation levels, and other factors. The Compensation and Human Capital Committee considered FPC’s recommendations and analysis when determining base salaries and annual and long-term incentives. The Compensation and Human Capital Committee considers a variety of factors when constructing an appropriate peer set. As we are the only public focused predominantly outlet REIT, which requires certain unique skill sets, background, and relationships, we elected to expand into the broader retail REIT industry for selecting appropriate peers. In the graphic below we have identified several key factors the Compensation and Human Capital Committee considers when choosing an appropriate peer group, such as who the Company competes with for talent, tenants, and investors. FPC makes recommendations regarding composition of our peer group.
Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
The Compensation and Human Capital Committee will continue to assess the composition of the peer group to determine the appropriateness of each peer company. The following table provides the names and certain key information for each peer company at the time the Compensation and Human Capital Committee reviewed the peer group market data, as sorted by implied equity market capitalization.
Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
(1)RPT Realty was utilized as a peer company in determining 2023 compensation, though was acquired in January 2024. As such, it has been excluded from the peer group data shown above. (2)Consists of full-time-equivalent employees working for the company and its subsidiaries. Assumes two part-time employees equal one full-time employee, but excludes temporary employees.
Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
Base Salary: Description and Analysis Although the Compensation and Human Capital Committee does not benchmark salaries to any specific percentile of base salaries paid to comparable officers in the peer group, the NEOs are paid base salaries within the range of those paid to comparable officers in the peer group and sufficient to attract high-quality executive talent and maintain a stable management team. Base salaries received for 2023 and 2022 were as follows:
Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023
(1)On January 1, 2021, Mr. Tanger transitioned to Executive Chair of the Company’s Board, through January 1, 2024, and Stephen J. Yalof assumed the role of Chief Executive Officer of the Company. On January 1, 2024 Mr. Tanger transitioned to non-executive Chair of the Board. (2)Represents Mr. Bilerman’s annual base salary on a go-forward basis. His pro-rata salary for 2022 based on his employment commencement date of November 29, 2022 was $41,667. Each of Messrs. Tanger and Yalof have an employment agreement with the Company that includes a provision whereby the executive’s base salary shall not be less than certain agreed upon amounts. See “Employment Contracts” on page 63. Annual Cash Incentives: Description and Analysis Incentive Cash Bonus Plan for Executive Officers During 2023, each of our named executive officers was eligible to receive an annual incentive cash bonus payment based upon achieving certain performance criteria during the year (the “Incentive Cash Bonus Plan”). For 2023, the Incentive Cash Bonus Plan was designed to reward the achievement of both financial and strategic performance criteria as approved and set by the Compensation and Human Capital Committee. Each year, we define annual incentive cash bonus threshold, target, and maximum payout opportunities for our NEOs. For 2023, these opportunities were defined as a percentage of base salary, as shown in the table below. For dollar amounts potentially payable under these annual incentive cash bonus opportunities, see the "2023 Grants of Plan-Based Awards" table on page 59. The 2023 threshold, target, and maximum opportunities for our continuing NEOs as a percentage of base salary were unchanged from 2022. The threshold, target and maximum amounts for our NEOs in 2023 were as follows (as a percentage of base salary):
NEOs
In 2023 the Company fell between the target and maximum financial performance level for its Same Center NOI and Operating Margin, while achieving maximum performance for the Core FFO goal. The Compensation and Human Capital Committee determined that the strategic performance element was achieved at the 90% level due to management’s accomplishments including a) successfully executing the company’s external growth strategy by growing the company’s footprint on an accretive basis through 2 new center acquisitions, b) making meaningful progress toward the Company’s 2050 Carbon Neutral goal by reducing its emissions footprint by at least 3% and building on other sustainability initiatives through the expansion of its solar platform, growth of its EV charging network and improvements in its waste diversion rate, and c) launching a customary loyalty program and building a meaningful subscriber base thereto. The Compensation and Human Capital Committee, in its discretion, may adjust the predetermined Core FFO targets to exclude significant charges which they believe are not indicative of the Company’s ongoing operating performance. See “Actual 2023 Annual Cash Incentive Awards” below, for the amount of annual incentive cash bonuses received by each NEO pursuant to the above results. Further, for a reconciliation of Core FFO, Same Center NOI, Net Debt and Adjusted EBITDA to their most directly comparable GAAP financial measures, please see Appendix A to this Proxy Statement. The Compensation and Human Capital Committee believes that these strategic and financial goals are key drivers in ultimately increasing the equity value of the Company and that these goals ultimately help align the interests of our NEOs and our shareholders. If minimum performance criteria targets are not met, no bonuses are generally paid. If maximum targets are met or exceeded, bonuses may be significant but are capped as set forth in the table above. If results are between Threshold, Target and Maximum levels, the bonuses are paid out based on linear interpolation between these points.
NEOs
Actual 2023 Annual Cash Incentive Awards All annual incentive cash bonuses to NEOs for 2023 were paid in accordance with the terms described above. The actual cash incentives paid for 2023 were:
NEOs
The annual incentive cash bonus for a fiscal year is typically paid in the first quarter of the following year once the results for the year have been finalized. Generally, executives must be employed as of the last day of the year to receive payment under the Incentive Cash Bonus Plan for that year. The amounts of the annual cash incentive bonuses earned by each executive with respect to 2023 are set forth below in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation.” Long-Term Incentives: Description and Analysis The Company’s long-term incentive compensation consists of equity-based awards under its Incentive Award Plan, either in the form of time-based restricted Common Shares or restricted share units, share options or performance-based awards. Equity-based awards deliver increased value only when the value of our Common Shares increases. Long-term incentives are determined by the Compensation and Human Capital Committee based, in part, on peer group compensation practices combined with recommendations of management and the Company’s compensation consultant. The Compensation and Human Capital Committee generally administers our Incentive Award Plan, which provides for the issuance of equity-based awards to our officers and employees. The Compensation and Human Capital Committee authorizes the awards to employees and establishes the terms and conditions of the awards under the Incentive Award Plan, as it deems appropriate. The chart below illustrates the average allocation between performance-based and time-based awards for awards granted in 2023 for our NEOs. The Compensation and Human Capital Committee made no changes to the allocation of equity awards in 2023 and kept the same allocation as 2022.
NEOs
| Allocation of Equity Awards for 2023 |
NEOs
Summary of Long-Term Incentive Plans The table below compares the annual equity compensation awards granted to our NEOs in 2023 and 2022, excluding Mr. Bilerman’s new hire award. This illustrates the operation of our annual equity award program in the ordinary course. As noted below, Mr. Tanger’s annual long-term incentive award was reduced and Mr. Yalof’s was increased as part of the Company’s long-term leadership succession strategy.
NEOs
| Named Executive Officer | Annual Long-Term Incentives(1) | | | PSP GDFV(2) | | | Total Equity Compensation | | | | | 2023 | 2022 | % Change | 2023 | 2022 | % Change | 2023 | 2022 | % Change | | Steven B. Tanger, Executive Chair | $400,017 | $600,015 | (33.3%) | $600,002 | $900,003 | (33.3%) | $1,000,019 | $1,500,018 | (33.3%) | | Stephen J. Yalof, President and CEO | 1,400,016 | 1,200,014 | 16.7% | 2,100,011 | 1,800,005 | 16.7% | 3,500,027 | 3,000,019 | 16.7% | | Michael J. Bilerman, CFO | 600,017 | — | —% | 900,008 | — | —% | 1,500,025 | — | —% | | Leslie A. Swanson, COO | 400,017 | 400,010 | —% | 600,002 | 600,002 | —% | 1,000,019 | 1,000,012 | —% | | Andrew R. Wingrove, CCO(3) | 240,003 | na | —% | 360,008 | na | — | 600,011 | na | —% |
NEOs
(1)Represents the restricted Common Share and restricted share unit awards granted to each NEO in 2023 and 2022. The grant date fair value for restricted Common Share awards granted in 2023 and 2022 is the closing price of the Company’s Common Shares on the day prior to the grant date, which was $17.53 and $16.62, respectively. (2)Represents the notional units granted to each NEO under the 2023 and 2022 PSPs, multiplied by the grant date fair values of $12.08 and $11.68, respectively. The grant date fair values were based on probable performance outcomes computed in accordance with FASB ASC 718. (3)Mr. Wingrove was not classified as an NEO during the fiscal year ended December 31, 2022. As such, his equity compensation for 2022 has been excluded from this table. Restricted Common Share and Restricted Share Unit Awards Awarding restricted Common Shares helps to further align the interests of management with those of our shareholders. In setting the amounts and terms of the restricted Common Shares, the Compensation and Human Capital Committee considers the value of previous grants of restricted Common Shares and the total compensation expense recognized in the Company’s financial statements with respect to all previous grants of restricted Common Shares. However, the Compensation and Human Capital Committee does not necessarily limit the number of restricted Common Shares to be granted based on the total value or annual expense recognized in the financial statements because the Compensation and Human Capital Committee generally considers grants of restricted Common Shares to represent both an annual reward for individual and Company performance achieved as well as a longer-term incentive for future performance. Restricted Common Shares are generally granted during the first quarter of the current year once the results from the previous year are finalized. During 2023, our Executive Chair, Mr. Tanger, received all of his annual time-based vesting equity awards as restricted share units. The awards granted on March 15, 2023 are subject to ratable vesting on the first three anniversaries of the grant date. Such vesting, however, is subject to acceleration in certain termination scenarios, as described further in “Equity Compensation Plan Information - Potential Payments on Termination or Change of Control” on page 68.
NEOs
The Compensation and Human Capital Committee believes that restricted Common Share and restricted share unit grants with time-based vesting features provide the desired incentive to increase the Company’s share price and drive value for our shareholders over the vesting period. The Company’s financial performance, whether superior or poor, will impact the value of the restricted Common Shares and restricted share units, resulting in an increase or reduction, respectively, in the executive officer’s total compensation. The Company measures the grant date fair value under FASB ASC 718 of all restricted Common Share and restricted share unit awards with time-based vesting features based on the provisions of the Incentive Award Plan. Under those provisions, fair value is considered to be the closing price of our Common Shares on the last trading day prior to the grant date. 2023 Performance Share Plan (PSP) During March 2023, the Compensation and Human Capital Committee approved the general terms of the Tanger Inc. 2023 PSP, which provide for the grant of performance awards under the Incentive Award Plan. For the 2023 PSP, the Committee kept the same general structure as the 2022 PSP. Our PSP is comprised of two distinct metrics that directly align with investors – relative TSR and absolute TSR. Although each is based on TSR, in using both a relative and absolute measurement, two completely different outcomes may result (i.e., we can potentially achieve a maximum on one of the goals and below threshold on the other, etc.). The majority of the PSP (67%) continues to be focused on relative performance, in which we continue to have rigorous goals and require outperformance to achieve a target level payout, with the remaining portion (33%) of our PSP based on absolute performance. An emerging practice in long-term incentive plan design that has developed is to use absolute TSR performance as a modifier to an award rather than as a standalone performance metric. Although there are different approaches used, the most common methodology for a modifier is to either cap an award payout at target or reduce the award payout by 25% if absolute TSR is negative. The Compensation and Human Capital Committee believes that our program is significantly more rigorous in that the Company must not just have a positive shareholder return to merit a payout on the absolute TSR portion, but rather, must deliver a 26% cumulative TSR over the performance period. In other words, if our absolute TSR is 25% or less, the maximum payout that may be provided is 67% of the PSP.
NEOs
| ■ | Absolute TSR | | ■ | Relative TSR VS. FTSE NAREIT Retail Index |
NEOs
| % OF AWARD EARNED | 67% RELATIVE TSR VS. FTSE NAREIT RETAIL INDEX | 33% ABSOLUTE TSR | | | Performance Targets | Performance Targets | | 20% | Minimum: 30th Percentile | Minimum: 26.0% TSR | | 60% | Target: 55th Percentile | Target: 33.1% TSR | | 100% | Maximum: 80th Percentile | Maximum: 40.5% TSR |
NEOs
Any restricted Common Shares earned under the 2023 PSP (the performance period for which concludes on March 13, 2026) will be issued, subject to performance, following the end of the three-year performance period and will then be subject to a time-based vesting schedule, pursuant to which 50% of the restricted Common Shares would vest at the conclusion of the three-year performance period and the remaining 50% would vest upon the completion of one additional year of service, contingent upon continued employment with the Company through each applicable vesting date; provided, however, that Mr. Tanger’s 2023 PSP will vest, subject to performance through the end of the performance period, even though he will no longer be employed by us on that date. Such vesting, however, is subject to acceleration in certain termination scenarios, as described further in “Equity Compensation Plan Information - Potential Payments on Termination or Change of Control.” The PSP units, prior to the date they are converted into restricted Common Shares, will not entitle award recipients to receive any dividends or other distributions. If the PSP units are earned, and thereby converted into restricted Common Shares (whether vested or unvested), then award recipients will be entitled to receive a payment of all dividends and other distributions that would have been paid had the number of earned restricted Common Shares been issued at the beginning of the performance period. Thereafter, dividends and other distributions will be paid currently with respect to all restricted Common Shares that were issued, whether vested or unvested.
Stephen J. Yalof, CEO
| • | Base Salary | • | Annual Bonus Target | • | Total Equity Compensation |
Stephen J. Yalof, CEO
| Executive Chair Compensation | 2022 | 2023 | % Change from 2022-2023 | | Salary | $637,500 | $425,000 | (33)% | | Target Bonus | 637,500 | 425,000 | (33)% | | Equity Compensation | 1,500,018 | 1,000,019 | (33)% |
Stephen J. Yalof, CEO
2024 Compensation Events Employment Agreement Amendment for Mr. Yalof The Company extended Mr. Yalof’s employment agreement and made certain other changes to the terms of that agreement, as further described on page 65. Such changes included an increased salary, change in reporting relationship such that Mr. Yalof now reports directly to the Board (and not the Executive Chair), a commitment to issue an equity award in 2024 with a value of at least $3.75 million, and certain adjustments to his severance terms. Andrew R. Wingrove Separation In anticipation of material changes to his duties, Mr. Wingrove resigned from employment as the Company’s CCO, effective February 9, 2024. Retirement Benefits The Company generally does not provide any retirement benefits to its executive officers, other than matching a portion of employee contributions to our 401(k) plan and certain retirement benefits tor Mr. Tanger pursuant to his employment agreement (see “Employment Contracts-Steven B. Tanger” for additional information). Employee contributions are matched by us at a rate of compensation to be determined annually at our discretion. This benefit is generally available to all employees of the Company. Perquisites The Company does not provide significant perquisites or personal benefits to executive officers. In addition, also consistent with previous years, the Company maintained an insurance policy to provide a life insurance benefit to Mr. Tanger of $5 million. Premiums paid on the policy during 2023 totaled $67,344. Going forward in 2024, we no longer provide this benefit to Mr. Tanger. Employment Contracts and Change of Control Arrangements The Company’s business is competitive, and the Compensation and Human Capital Committee believes that it is extremely desirable for the Company to maintain employment contracts or otherwise provide severance protection for its senior executives in the event of certain terminations. As such, each of the named executive officers has either been party to an employment contract or been a participant in our Executive Severance Plan since its adoption in 2021. The employment contracts and Executive Severance Plan generally provide for severance pay if the executive terminates his or her employment for Good Reason or is terminated by the Company without Cause, as those terms are defined in each agreement or the Executive Severance Plan, as applicable. These severance arrangements are designed to promote stability and continuity of senior management. Our Compensation and Human Capital Committee believes it is fair to provide severance protection and accelerated vesting of certain equity grants upon a change of control of the Company. Very often, senior executives lose their jobs in connection with a change of control. By agreeing upfront to provide severance benefits and accelerated vesting of certain equity grants in the event of a change of control and the executive’s associated termination, our Compensation and Human Capital Committee believes we can reinforce and encourage the continued attention and dedication of senior executives to their assigned duties without distraction in the face of an actual or threatened change of control and ensure that management is motivated to negotiate the best acquisition consideration for our shareholders. In 2021, we adopted the Tanger Inc. Executive Severance Plan (the “Executive Severance Plan”) and terminated employment contracts for all executives other than the Executive Chair and CEO. See “Executive Severance Plan” on page 67 for a description of the executive severance plan. See “Employment Contracts” on page 63 for a description of the employment agreements with the Non-Executive Chair and CEO. Mr. Tanger and Mr. Yalof are the only named executive officers with employment contracts as of December 31, 2023.
Stephen J. Yalof, CEO
Anti-Pledging Policy Our named executive officers and directors do not have any shares pledged as collateral. The Company has established an anti-pledging policy applicable to our executive officers, directors and employees. The Board believes that pledging securities of the Company as collateral for margin loans or other transactions raises potential risks to shareholder value, particularly if the pledge is significant. Under this policy, officers, directors and employees of the Company may not margin, or agree or offer to margin, the Company’s securities as collateral for a loan obligation. Similarly, officers, directors and employees of the Company may not pledge, or agree or offer to pledge, the Company’s securities (or a right to receive the Company’s securities) as collateral for a loan or other obligation. These prohibitions do not apply to any broker-assisted cashless exercise of equity awards. In addition, in order to facilitate the transition to the policy, these prohibitions do not apply to a margin or pledge of securities that was in effect prior to adoption of the policy; provided, that no additional Company securities may be added to any such pre-existing pledge on or after adoption of the policy. An exception to the prohibitions in this policy may be granted by the disinterested members of the Board in their sole discretion where a person covered by this policy wishes to pledge the Company’s securities as collateral for a loan (not including margin debt) and demonstrates to the satisfaction of the disinterested members of the Board the financial capacity to repay the loan without resort to the pledged securities. No Golden Parachute Gross-Ups Section 280G and Section 4999 of the Code provide that certain officers and other service providers who receive significant compensation or hold significant equity interests could be subject to significant additional taxes if they receive certain “golden parachute” payments or benefits in connection with a change of control of the Company, and that the Company could lose a deduction on the amounts subject to additional tax. The Company has no policy or commitment to provide any executive or director with any gross-up or other reimbursement for tax amounts that such executive or director might pay pursuant to these laws, and certain named executive officer’s employment contracts provide for a cutback of amounts payable to avoid such additional taxes.
BRIDGET M. RYAN-BERMAN
| 2023 Summary Compensation Table |
BRIDGET M. RYAN-BERMAN
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($) | Non-equity Incentive Plan Compensation ($) | | All Other Compensation ($)(2) | Total ($) | | Steven B. Tanger Executive Chair | 2023 | 425,000 | — | 1,000,019 | — | | 590,927 | 269,678 | 2,285,624 | | | 2022 | 637,500 | — | 1,500,018 | — | | 852,529 | 322,723 | 3,312,770 | | | 2021 | 807,500 | — | 2,500,018 | — | | 1,130,500 | 360,804 | 4,798,822 | | Stephen J. Yalof President and Chief Executive Officer | 2023 | 850,000 | — | 3,500,027 | — | | 1,477,318 | 272,857 | 6,100,202 | | | 2022 | 850,000 | — | 3,000,019 | — | | 1,420,828 | 213,399 | 5,484,246 | | | 2021 | 850,000 | — | 2,500,018 | — | | 1,487,500 | 245,419 | 5,082,937 | | Michael J. Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer | 2023 | 500,000 | — | 1,500,025 | — | | 695,208 | 150,865 | 2,846,098 | | | 2022 | 41,667 | 1,000,000 | 2,500,008 | 1,533,622 | | — | 11,781 | 5,087,078 | | | 2021 | — | — | — | — | | — | — | — | | Leslie A. Swanson Executive Vice President, Chief Operating Officer | 2023 | 400,000 | — | 1,000,019 | — | | 556,167 | 48,324 | 2,004,510 | | | 2022 | 375,000 | — | 1,000,012 | — | | 495,844 | 39,365 | 1,910,221 | | | 2021 | 315,521 | — | 748,695 | — | | 441,729 | 21,336 | 1,527,281 | | Andrew R. Wingrove Former Executive Vice President, Chief Commercial Officer | 2023 | 330,000 | — | 600,011 | — | | 458,838 | 87,875 | 1,476,724 | | | 2022 | — | — | — | — | | — | — | — | | | 2021 | — | — | — | — | | — | — | — |
BRIDGET M. RYAN-BERMAN
| 2023 Grants of Plan-Based Awards |
BRIDGET M. RYAN-BERMAN
| Outstanding Equity Awards at Year End 2023 |
BRIDGET M. RYAN-BERMAN
| Option Exercises and Common Shares Vested in 2023 |
SANDEEP L. MATHRANI
| 2023 CEO Pay Ratio |
SANDEEP L. MATHRANI
| Pay Versus Performance |
SANDEEP L. MATHRANI
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(2) | SKT Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (Loss) (in 000s)(6) | Core FFO per Diluted Share(7) | | 2023 | $6,100,202 | $20,609,396 | $2,153,239 | $5,907,873 | $232.08 | $95.21 | $103,882 | $1.96 | | 2022 | $5,484,246 | $5,893,354 | $2,557,889 | $2,047,980 | $143.21 | $86.17 | $85,831 | $1.83 | | 2021 | $5,082,937 | $16,097,774 | $2,642,369 | $5,095,710 | $146.59 | $99.96 | $9,558 | $1.76 | | 2020 | $5,276,976 | $4,106,367 | $2,360,818 | $3,072,133 | $72.72 | $63.78 | $(38,013) | $1.57 |
SANDEEP L. MATHRANI
| Compensation Actually Paid and Core FFO per Diluted Share |
SANDEEP L. MATHRANI
| Compensation Actually Paid and Net Income (Loss) |
SANDEEP L. MATHRANI
| Compensation Actually Paid and TSR |

DEF 14A of Tanger Inc.

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Engaging with our Lenders, Noteholders and Ratings Agencies

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

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Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

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Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Annual Non-Employee Director Compensation

Say on Pay Results

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Say on Pay Results

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

Tanger Inc. 1-Year and 3-Year Total Shareholder Return - 2023

NEOs

NEOs

NEOs

NEOs