DEF 14A of Acadia Realty Trust, Mar 22, 2024

DEF 14A of Acadia Realty Trust

Filed Mar 22, 2024 · FY20230000950170-24-035367

Open on EDGAR

  1. Nominees for Election as Trustees

    Nominees for Election as Trustees The table below provides a summary of information about the nominees for election as Trustees. We believe each of our nominees brings a different variety of experience in the listed core competencies and contributes to the collective significant expertise of the Board. This summary is not intended to be an exhaustive list of our nominees’ skills, and further information on each nominee’s experience, skills and qualifications is set forth in the biographies on pages 6 to 10 below.

  2. Nominees for Election as Trustees

    | | | | | Committee Memberships | | | | Experience | | | | | | | | | | | Name | Independent | Gender Diversity | Ethnic/Racial Diversity | Audit | Compensation | Nominating and Corporate Governance | Investment/Capital Markets | CEO/President/Founder | REIT/Real Estate | Consumer Retail | Real Estate Development | Investment/Capital Markets | Financial Expertise* | Other Public Company Board / Corporate Governance Oversight | Risk Management | Environmental & Social Responsibility | Human Capital Management | | Kenneth F. Bernstein | No | | | | | | |  |  |  |  |  | | |  | |  | | Mark A. Denien | Yes | | | | | | | |  | |  |  |  | |  | |  | | Kenneth A. McIntyre | Yes | |  | | | | |  |  |  | |  |  |  |  |  |  |

  3. Nominees for Election as Trustees

    | William T. Spitz | Yes | | | | | |  |  | |  |  | | |  | |  | | Lynn C. Thurber | Yes |  | | | | |  |  |  | |  |  |  |  |  |  | | Lee S. Wielansky | Yes | | | | | |  |  |  |  |  |  |  |  | |  | | Hope B. Woodhouse | Yes |  | | | | |  |  | | |  |  |  |  | |  | | C. David Zoba | Yes | | | | | |  |  |  |  |  | |  |  | |  |

  4. Nominees for Election as Trustees

    * Denotes qualification as an Audit Committee Financial Expert under Securities and Exchange Commission (“SEC”) rules in connection with service on an audit committee at the Company or other public company. Kenneth F. Bernstein, age 62 Professional Experience: Mr. Bernstein has been Chief Executive Officer (“CEO”) of the Company since January of 2001. He has been the President and a Trustee of the Company since August 1998, when the Company acquired substantially all of the assets of RD Capital, Inc. (“RDC”) and its affiliates. From 1990 to August 1998, Mr. Bernstein was the Chief Operating Officer of RDC. In such capacity, he was responsible for overseeing the day-to-day operations of RDC, its management companies, and its affiliated partnerships. Prior to joining RDC, Mr. Bernstein was an associate at the New York law firm of Battle Fowler, LLP. Mr. Bernstein sits on the Board of Trustees of the International Council of Shopping Centers and served as its 2017/2018 Chairman. He has previously served as a co-chair of the Board of Governors for the National Association of Real Estate Investment Trusts (“NAREIT”) and is a member of Urban Land Institute (“ULI”) and the Real Estate Roundtable. He is also a member of the World President’s Organization (YPO-WPO), where he was the founding chairman of the Real Estate Network and currently sits on the Board of Advisors. Mr. Bernstein is a member of the Board of Trustees of Golub Capital. Mr. Bernstein received his Bachelor of Arts Degree from the University of Vermont and his Juris Doctorate from Boston University School of Law. Trustee Qualifications: The Board believes Mr. Bernstein's qualifications as a Trustee include his extensive real estate, management and board experience, highlights of which are listed below: • service as President and CEO of the Company for the past 21 years; • extensive network of contacts in the real estate industry and his leadership positions with various industry and business associations; • five years of experience as a real estate attorney; • eight years of experience as the Chief Operating Officer of a private real estate company; and • three years of experience as the Chief Operating Officer of a public real estate company. Mark Denien, age 57 Professional Experience: Mr. Denien has been a Trustee of the Company since October 2022. Mr. Denien has over 30 years of financial experience in the real estate industry, having served multiple executive roles from 2005 to October 2022 at Duke Realty Corporation (“Duke Realty”), a publicly traded REIT in the S&P 500, prior to its recent merger with Prologis, Inc. (“Prologis”) in 2022. Mr. Denien most recently served as Executive Vice President, Chief Financial Officer of Duke Realty, a role he held since 2013. As Chief Financial Officer, Mr. Denien oversaw all financial functions for the company, including capital markets, accounting, taxation, investor relations, treasury, and information technology. Mr. Denien is also a Certified Public Accountant, and prior to joining Duke Realty, he was an audit and advisory partner for KPMG, LLP (“KPMG”), focused on the real estate and construction industries. He began his career with KPMG in 1989. Mr. Denien is currently the Chair of the Board of Directors of Goodwill Industries of Central and Southern Indiana. He is also an Advisory Board Member of the Indiana University Center for Real Estate Studies and a member of the investment committee for the University’s real estate private equity fund. In addition, Mr. Denien is a real estate and finance guest lecturer at Indiana University. Trustee Qualifications: The Board of Trustee believes Mr. Denien’s qualifications as a Trustee include his extensive real estate investment, capital markets and accounting experience, highlights of which are listed below: experience as CFO of Duke Realty for over 9 years; qualification as an “audit committee financial expert” under applicable SEC rules; • experience as a partner at KPMG, focusing on publicly traded real estate companies; • service on the investment committee of a real estate private equity fund; and over 30 years’ experience in the real estate industry Kenneth A. McIntyre, age 63 Professional Experience: Mr. McIntyre has been a Trustee of the Company since March 2021. Mr. McIntyre has over 25 years of experience in the commercial real estate industry. He is the CEO of the Real Estate Executive Council (“REEC”), a trade association for minority executives in the commercial real estate industry, and the founder and Managing Principal of PassPort Real Estate, LLC, a New York-based consulting firm focused on commercial real estate, infrastructure and diversity. Mr. McIntyre previously served as the Executive Advisor for the Office of Diversity and Inclusion at the Port Authority of New York and New Jersey, and as the Executive Director for The Real Estate Associates Program, a non-profit that is focused on increasing the diversity of talent in the commercial real estate industry. Mr. McIntyre was a Senior Vice President and Head of Commercial Real Estate at Hudson City Savings Bank from May 2014 to May 2016. Prior to joining Hudson City Savings Bank, Mr. McIntyre was a Managing Director in MetLife’s Real Estate Investments Group, where he was also a voting member of the Investment Committee for Commercial Mortgages. Prior to joining MetLife, Mr. McIntyre held senior origination and relationship management roles at KeyBank, GE Capital, UBS and Chase. Mr. McIntyre is currently a member of the Board of Directors of Newmark Group, Inc. (Nasdaq: NMRK), where he serves as Chair of the Environmental, Social and Governance (“ESG”) and Audit Committees, and as a member of the Compensation Committee, and is also a Member of the Board of Governors for the Real Estate Board of New York. In addition, Mr. McIntyre serves on the Boards of the National Jazz Museum of Harlem, the Yorkville Youth Athletic Association, and R*E*N*T. Mr. McIntyre earned a B.S. in Economics with a concentration in Finance from Florida A&M University. Trustee Qualifications: The Board believes Mr. McIntyre's qualifications as a Trustee include his executive, financial management, and board experience, highlights of which are listed below: • role as CEO of REEC; • former position as Head of Commercial Real Estate at Hudson City Savings Bank; • former position as Managing Director in MetLife’s Real Estate Investments Group; • service on numerous boards of directors, including another publicly traded real estate company; • previous service as Executive Advisor for the Office of Diversity and Inclusion at the Port Authority of New York and New Jersey; • current service as a member of ESG, Audit, and Compensation Board Committees of Newmark Group, Inc.; • qualification as an “audit committee financial expert” as the term is defined by the SEC, with respect to service on another public company board of directors; and • over 25 years of experience in the commercial real estate industry, with experience across commercial asset types, including retail. William T. Spitz, age 72

  5. Nominees for Election as Trustees

    Professional Experience: Mr. Spitz has been a Trustee of the Company since August 2007. Mr. Spitz is a principal and past Director of Diversified Trust Company, a private wealth management trust company. He served as Vice Chancellor for Investments and Treasurer of Vanderbilt University, Nashville, Tennessee from 1985 to July 2007. As Vice Chancellor for Investments at Vanderbilt, Mr. Spitz was responsible for managing the University's $3.5 billion endowment. He was also a member of the Senior Management Group of the University, which is responsible for the day-to-day operations of the institution. During his tenure, the Vanderbilt endowment earned returns in the top 10% of a broad universe of endowments for multiple time frames. While at Vanderbilt, Mr. Spitz conducted asset allocation studies and implemented detailed investment objectives and guidelines, developed a comprehensive risk management plan, invested in approximately two hundred limited partnerships in five illiquid assets classes, selected new custodians for both the endowment fund and the University's charitable remainder trusts and implemented a more aggressive approach to working capital management, which increased returns by 2% per annum. In addition, Mr. Spitz was also on the faculty of Vanderbilt University as Clinical Professor of Management at the Owen Graduate School of Management. He has also held various high-level positions with successful asset management companies and has served on the boards of several companies, including Cambium Global Timber Fund, The Common Fund, MassMutual Financial, and the Bradford Fund. He has also served on multiple advisory committees, including Acadia's Opportunity Fund Advisory Boards, on which he served from 2001 to July 2007. Mr. Spitz is a published author and frequent speaker at industry conferences and seminars. Trustee Qualifications: The Board believes Mr. Spitz's qualifications as a Trustee include his asset management experience as well as real estate development, board, fund, and REIT experience, highlights of which are listed below: • former role as Vice Chancellor for Investments and Treasurer of Vanderbilt University for over 20 years; • former responsibilities managing Vanderbilt University's multi-billion dollar endowment fund; • high-level positions with successful asset management companies; • service on the boards of directors of several companies; • service on multiple fund advisory committees, including, previously, the Company's fund advisory boards; • involvement in numerous real estate development projects; • former position as director of a private REIT; • past service on the audit committee of MassMutual; and • qualification as a chartered financial analyst. Lynn C. Thurber, 77 Professional Experience: Ms. Thurber has been a Trustee of the Company since March 2016. Ms. Thurber is past chairman (2007-2017) of LaSalle Investment Management, a global real estate money management firm with over $55 billion of assets under management, investing in private real estate as well as publicly traded real estate companies on behalf of institutional and individual investors. Prior to becoming chairman of LaSalle Investment Management, Ms. Thurber was CEO of LaSalle Investment Management from March 2000 to December 2006 and co-president from December 1994 to March 2000. Prior to Alex Brown, Kleinwort Benson (“ABKB”) Realty Advisors’ merger with LaSalle Partners in 1994, Ms. Thurber was CEO of ABKB. Before joining ABKB in 1992, she was a principal at Morgan Stanley & Co. Ms. Thurber is a part-time employee of LaSalle Investment Management, an independent subsidiary of JLL Incorporated (NYSE: JLL) (2018-Present) for the purpose of serving as chairman of the board of JLL Income Property Trust, an SEC registered, non-traded REIT. Ms. Thurber served on the Board of Duke Realty from 2008 until the closing of its acquisition by Prologis in 2022. Ms. Thurber is a trustee and a past global Chairman of ULI-Urban Land Institute, and is a past member of the advisory board and past Chair for ULI’s Randall Lewis Center for Sustainability in Real Estate. In addition, Ms. Thurber is currently a member of the Wellesley College Business Leadership Council and a member of the board of the Bitterroot Land Trust. Ms. Thurber was the 2013 recipient of the Landauer White award from the Counselors of Real Estate and the 2015 recipient of the Lifetime Achievement Award from the ULI District Council of Chicago. Ms. Thurber earned an MBA from Harvard Business School and an A.B. from Wellesley College. Trustee Qualifications: The Board believes Ms. Thurber’s qualifications as a Trustee include her extensive real estate investment, capital markets and board experiences, highlights of which are listed below: • experience as CEO, Co-president or Chairman of real estate investment management companies for over 22 years; • extensive experience investing in and managing real estate properties, including retail shopping centers, neighborhood and community centers and mixed-use properties; • experience in investing and managing real estate in private fund entities on behalf of institutional investors for 26 years; • qualification as an “audit committee financial expert” as that term is defined by the SEC; • current service on one SEC registered non-traded REIT, and past service on another public REIT board and numerous private real estate fund and company boards; • service on audit, finance, nominating and compensation committees of real estate company boards; and • over 40 years’ experience in the real estate industry. Lee S. Wielansky, age 72 Professional Experience: Mr. Wielansky has been a Trustee of the Company since May 2000 and the Lead Trustee since 2004. Mr. Wielansky has been Chairman and CEO of Midland Development Group, Inc., which focuses on the development of retail properties in the Midwestern and Southeastern United States, since May 2003. From November 2000 to March 2003, Mr. Wielansky served as CEO and President of JDN Development Company, Inc. and a director of JDN Realty Corporation through its merger with Developers Diversified Realty Corporation in 2003. He was also a founding partner and CEO of Midland Development Group, Inc. from 1983 through 1998 when the company sold its assets to Regency Centers Corporation (NASDAQ: REG). Mr. Wielansky is a member of the Board of Brookdale Senior Living (NYSE: BKD) and a member of the National Association of Corporate Directors. Trustee Qualifications: The Board believes Mr. Wielansky's qualifications as a Trustee include his real estate development, public company board, fund, asset management and CEO experience, highlights of which are listed below: • over 38 years of real estate development experience; • his role in developing over 150 shopping centers; • his service as Chairman and CEO of Midland Development Group, Inc., which focuses on the development of retail properties in the Mid-western and Southeastern United States, since May 2003; • service on the boards of directors of four public companies, including one other current public company directorship; • service on compensation and audit committees; • current service as the Lead Trustee of the Company, a position he has held since 2004; • qualification as an “audit committee financial expert” as that term is defined by the SEC, with respect to service on another public company board of directors; • responsibility for the asset management of 100 properties, accounting for over 11 million square feet; • former position as CEO of JDN Development Company; and • former position as Senior Vice President and Director of Regency Centers. Hope B. Woodhouse, age 67

  6. Nominees for Election as Trustees

    Professional Experience: Ms. Woodhouse has been a Trustee of the Company since January 2023. Ms. Woodhouse served as Chief Operating Officer (“COO”) and as a member of the management committee of Bridgewater Associates, Inc., a global SEC Registered Investment Advisor from 2005 to 2009. As COO she was responsible for Accounting, Operations, Compliance, Counterparty Relations, Finance, Human Resources and Facilities. Between 2003 and 2005, Ms. Woodhouse was President and COO of Auspex Group, L.P., a global macro hedge fund. She was COO and a member of the management committee of Soros Fund Management LLC, a global investment company from 2000 to 2003. Prior to that, she was Treasurer of the Funds at Tiger Management L.L.C. from 1998 to 2000 and before that she was a Managing Director for Fixed Income at Salomon Brothers Inc. from 1983 to 1998. Ms. Woodhouse presently serves as an independent director on the Boards of Two Harbors Investment Corp. (NYSE: TWO), where she has served since 2012 and is chair of the Risk Oversight Committee and a member of the Audit Committee, and Granite Point Mortgage Trust Inc. (NYSE: GPMT), where she has served since 2017 and is chair of the Compensation Committee and a member of the Nominating and Corporate Governance and Audit Committees. She recently joined the Board of Monro, Inc. (Nasdaq: MNRO) and will serve on the Compensation and Audit Committees. Ms. Woodhouse previously served as a director of Piper Jaffray Companies (NYSE: PIPR), Seoul Securities Co. Ltd., Soros Funds Limited, The Bond Market Association and as a member of the investment committee at Phillips Academy, Andover, Massachusetts. Ms. Woodhouse also serves on the board of Children’s Services Advisory Committee of Indian River County and is a trustee of the Tiger Foundation. Ms. Woodhouse received an A.B. degree in Economics from Georgetown University and an M.B.A. from Harvard Business School. Trustee Qualifications: The Board believes Ms. Woodhouse’s qualifications as a Trustee include her extensive capital markets and investment experience across a wide range of products and markets as well as her board experiences, highlights of which are listed below: • over 25 years in executive management roles at top-ranked, global alternative asset management firms and broker dealers; • current and prior service on the board of directors of publicly traded REITs and broker-dealers where she has served on the Audit, Compensation, Nominating and Governance and Risk Committees. She has chaired both Compensation and Risk committees; • experience in managing non-investment functions of large financial institutions such as: global financing, securities operations, compliance, finance and accounting, risk, technology, human resources and facilities; and qualification as an “audit committee financial expert” as the term is defined by the SEC, with respect to service on another public company board of directors. C. David Zoba, age 72 Professional Experience: Mr. Zoba has been a Trustee of the Company since August 2015. Mr. Zoba retired on January 31, 2016 from his position as Senior Real Estate Strategy advisor for Gap Inc. (NYSE: GPS) that he held since 2015, after having served, since 2009, as Senior Vice President of Global Real Estate and Store Development for Gap Inc., the $15 billion retailer operating as Gap, Banana Republic, Old Navy, Athleta, and Outlet Brands. Immediately prior to joining Gap, Inc., Mr. Zoba was Principal and COO for +Steiner Associates, one of the country's most respected mixed-use retail developers. Mr. Zoba was Chairman of Jones Lang LaSalle Incorporated’s (“JLL”) Global Retail Leasing Board from 2015-2022, and now serves as Senior Advisor to JLL. Mr. Zoba is also a past Trustee of the International Council of Shopping Centers and is a consultant to QC Terme (U.S.) Corp., an Italian based spa and wellness company on their expansion in North America. Mr. Zoba also serves on the Board of Café Rio, Inc. and on the Board of White Water Express Car Wash, LLC. Both Café Rio, Inc. and White Water Express Car Wash LLC are portfolio companies of Freeman Spogli & Co., a private equity firm, where he serves as an Industry Executive. From November 2004 through April 2006, Mr. Zoba served as President and COO of Premier Properties, a real estate development company. From 2001 through late 2004, Mr. Zoba worked for Galyan’s Trading Company, Inc., where, as Executive Vice President, he helped create and launch a specialty sporting goods retailer that later became part of Dick's Sporting Goods. In the mid-1990s, Mr. Zoba was with The Limited and served as Chief Transaction Attorney, and then expanded his responsibilities significantly to other areas during his seven years there. Mr. Zoba earned his undergraduate degree from Harvard University and attended the London School of Economics for graduate studies. Mr. Zoba has a Juris Doctorate from Case Western Reserve University Law School. Trustee Qualifications: The Board believes Mr. Zoba’s qualifications as a Trustee include his extensive retail, real estate and board experiences, highlights of which are listed below: • management of real estate transactions and professionals for Gap Inc.'s 3,300 retail stores operating in 10 countries; • experience as a chief transaction attorney; • experience in growing retail brands in both North America and globally; • service on the boards of directors of several companies; and • experience in supporting the strategy and growth of the retail leasing business for global real estate services and consulting businesses.

  7. Our Distinctive Business Model

    | 2. | Maintain discipline. The very nature of the Company's business is long-term, with horizons measured in years, not quarters. The Company waits patiently for the right opportunities to present themselves and makes strategic decisions that are driven by its commitment to sustain growth over the long term. | | 3. | Provide value. The Company believes that the value it consistently creates and delivers is one of the attributes most admired by its varied constituency, consumers who shop in its centers, retailers who lease its properties, loyal shareholders who rely on its expertise, business partners and the talented employees who are the face of Acadia. |

  8. 2023 Compensation Highlights

    2023 Compensation Highlights The Company's success depends on developing, motivating and retaining executives who have the skills and expertise to lead a REIT that uses both a traditional core portfolio and a Strategic Capital Platform. Our executive compensation program supports this business model and aligns management’s interests with its shareholders and other investors. We believe our compensation program demonstrates a strong pay-for-performance alignment that is consistent with value being created for shareholders given that: Pay-for-Performance Alignment – Our incentive programs are based on challenging goals and are subject to meaningful changes in payout levels depending on our annual and long-term performance results. Over the past three years, our CEO’s annual cash incentives have paid out between 125% to 136% of target and our performance-based long-term incentives for our NEOs have been earned between 0% and 63% of target units granted. 2023 Annual Incentive Highlights – For 2023, we used a formulaic cash bonus that was based 70% on pre-established corporate financial metrics. The remainder of the bonus was based on the achievement of other strategic corporate objectives (10%) and individual performance (20%). • Performance-Based LTI Awards Highlights – In accordance with our pay for performance philosophy, our NEOs compensation is materially impacted by our long-term TSR performance and as a result, our executives earned 63% of their respective target bonus opportunity for the 2021 performance-based LTI program earned on December 31, 2023.

  9. 2023 Compensation Highlights

    • Significant Alignment with Stakeholders – Most of the compensation paid to our executives is in the form of equity awards tying the majority of executive pay to the Company’s long-term Total Shareholder Return (“TSR”) performance. • Half of the total award granted for 2023 were in the form of time-based LTIP Units that vest ratably over a five-year period based on continued service, which is significantly longer than the average 3-year period used in the REIT industry. Additionally, our CEO is subject to an additional 2-year post-vesting holding period on all time-based and performance-based LTIP Units. • Half of the total awards granted for 2023 were in the form performance-based LTIP Units that only vest at the end of three years if (i) relative TSR goals are achieved (represents 75% of the award); and (ii) same-property NOI goals are achieved (represents 25% of the award). Same store NOI rewards organic growth in our existing portfolio and is an important measure of the Company’s long-term success. Any earned performance-based LTIP Units are subject to an additional 2-year post-vest holding period for all our NEOs. Additionally, the CEO’s earned awards will not fully vest until two years following the end of the performance period and are also subject to a 2-year post-vesting holding period to further promote retention that is well in excess of industry standards. • We also maintain the long-term incentive alignment program to ensure alignment with our fund investors, which is based on the fundamental principle that participants should only realize value if a particular fund has achieved significant success by generating more than a 6% per annum preferred rate of return on its portfolio of investments and typically involves value creation over a seven- to ten-year period. • Commitment to Strong Governance – We are committed to maintaining strong governance features that effectively provide risk oversight of our compensation structure including: • Share ownership requirements, including 10x base salary for our CEO • Anti-hedging and anti-pledging policies • Long-term vesting requirements on equity awards • Post-vesting holdings requirements for CEO equity awards Caps on annual cash awards and equity award payouts Multiple performance factors tied to our overall business strategy Range of payouts (not all-or-nothing) • Clawback policy for executive officers

  10. How We Determine Compensation

    | Compensation Committee | CEO and Company Management | Compensation Consultant | | • Exercises independent discretion with respect to executive compensation matters | • CEO provides input on individual performance and results against key business goals | • Advises the Compensation Committee on competitive benchmarking on pay levels, practices, and governance trends |

  11. How We Determine Compensation

    | • Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs • Recommends individual targets and actual compensation for the executive officers • Evaluates performance, determines, and approves compensation levels for the CEO | • Provides additional information as requested by the Compensation Committee | • Assists with peer group selection and analysis • Reviews and advises on recommendations, plan design and establishing incentive plan goals |

  12. How We Determine Compensation

    Role of the Compensation Committee The Compensation Committee recommends compensation for our NEOs to the full Board and consists of three independent Trustees. The purposes and responsibilities of the Compensation Committee include the following: • Determine and approve (on its own or together with other independent Trustees, as directed by the Board) the CEO’s compensation level, as well as evaluate the CEO’s performance; • Make recommendations to the Board with respect to the compensation of the executive officers other than the CEO; and • Coordinate and review the Company’s succession plans related to the CEO and other executive officers. Role of Management and the CEO in Setting Executive Compensation On an annual basis, the Compensation Committee considers market competitiveness, business results, experience and individual performance when evaluating executive compensation. The process includes input from the CEO (except with respect to his own compensation), including recommending for Compensation Committee approval the financial performance goals for annual incentives. Targets are set in order to drive both annual performance and long-term value creation for shareholders. The CEO is subject to the same financial performance goals as other executives, all of which are approved by the Compensation Committee. Upon the recommendation of the Compensation Committee, all final decisions affecting executive compensation are made by the entire Board of Trustees. Role of the Independent Compensation Consultant In 2023, the Compensation Committee engaged the services of an outside independent compensation consultant, Ferguson Partners Consulting (“FPC”), to assist it in evaluating the compensation program and determining the appropriate amounts, types and mix of compensation for executive officers in order to achieve the overall objectives as described above. FPC assisted the Compensation Committee in formulating plans for 2024 as well as making decisions with respect to year-end 2023 compensation. The Compensation Committee has the sole authority to retain and terminate the independent compensation consultant and approve fees and other engagement terms. The Compensation Committee has determined FPC is independent from management based upon the consideration of the final rules adopted by the SEC to implement Section 952 of the Dodd-Frank Act. Use of Peer Group Data Each year, we review the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria: • Retail property focus (shopping centers and regional malls); and Companies that are approximately no less than one-third (1/3) and no more than 3x the size of the Company in terms of implied market capitalization or total capitalization, and (to a lesser extent) evaluated companies’ number of properties and number of employees in evaluating the size and scope of operations. For 2023, no changes were made to our executive compensation peer group from 2022, which consisted of the following 12 companies (which peer group the Company carefully selected to include the most similar competitors based on size and asset holdings, so that comparisons of our compensation structure to such peers would be meaningful):

  13. How We Determine Compensation

    | 2023 Peer Group | | | Agree Realty Corporation (ADC) | RPT Realty* | | Brixmor Property Group Inc. (BRX) | SITE Centers Corp. (SITC) | | InvenTrust Properties Corp. (IVT) | Spirit Realty Capital, Inc.** | | Kite Realty Group Trust (KRG) | Tanger, Inc. (SKT) | | Phillips Edison & Co., Inc. (PECO) | The Macerich Company (MAC) | | Retail Opportunity Investments Corp. (ROIC) | Urban Edge Properties (UE) |

  14. How We Determine Compensation

    Source: As reported by S&P Global Market Intelligence on June 30, 2023 *RPT Realty was acquired by Kimco Realty on January 2, 2024; will have to be removed from the 2024 Peer Group **Spirit Realty Capital, Inc. was acquired by Realty Income on January 23, 2024; will have to be removed from the 2024 Peer Group The Compensation Committee, with the help of our independent compensation consultant, reviews the compensation practices of the Peer Group in order to evaluate market trends and compare the Company's compensation program with its competitors. Based in part on this data and analysis, the Compensation Committee develops a market competitive compensation plan that is intended to maintain the link between corporate performance and shareholder returns. FPC also reviewed the proposed recommendations made to the Compensation Committee by management and provided commentary regarding the reasonableness of such pay programs and pay level adjustments. While the Compensation Committee does not aim to target any particular peer group percentile, it does review market data for the Peer Group to assess the competitiveness of the pay opportunities. 2023 target compensation for our CEO approximated the median of the executive compensation peer group.

  15. Base Salary

    Base Salary The Compensation Committee reviewed the base salaries of the NEOs and consistent with the Company’s philosophy to offer competitive salaries to key executives relative to peers while providing most compensation in the form of variable, at-risk incentives noted the following: • Base salary is intended to represent the smallest component of compensation for our NEOs and only reflected 16% of our CEO’s target annual compensation. • Our CEO’s salary was last adjusted in 2022 to approximate the 25th percentile of the Peer Group; his approved base salary remained flat year-over-year for 2023. • Other NEOs’ base salaries were adjusted by 4.0% each, which was consistent with anticipated salary adjustments across the REIT industry and intended to maintain market competitiveness with the median of our Peer Group, while also being sensitive to internal equity factors. The Compensation Committee recommended, and the Board of Trustees approved the increase in NEO base salaries (excluding the CEO) in early 2023, as follows:

  16. Annual Incentives

    Annual Incentives Each executive’s annual incentive opportunity is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with varying total cash compensation contingent on Company and individual performance. 2023 threshold, target and maximum percentages of base salary for our NEOs remained unchanged as follows:

  17. Annual Incentives

    | Executive | Threshold | Target | Maximum | | Ken Bernstein, President & CEO | 105% | 175% | 315% | | John Gottfried, EVP & CFO | 45% | 75% | 135% | | Jason Blacksberg, EVP & CLO | 45% | 75% | 135% | | Joseph Napolitano, SVP & CAO | 45% | 75% | 135% |

  18. Annual Incentives

    2023 Annual Incentive Measures In early 2023, the Compensation Committee recommended, and the Board of Trustees (in Mr. Bernstein’s case, solely the independent Trustees) approved an annual incentive program that was based on the following goals, with actual results achieved in 2023 shown for each measure:

  19. Annual Incentives

    | Performance Criteria | Weighting | Threshold | Target | Maximum | Actual Results | | FFO/share (before special items) | 22.5% | $1.06 | $1.08 | $1.10 | $1.09 | | Core Leasing Activity | 20.0% | $4.0 M | $5.5 M | $7.0 M | $10.0M | | Leverage – Net Core Debt/EBITDA | 7.5% | 7.50x | 7.00x | 6.50x | 6.50x | | Transactional Activity (in $mm) | 20.0% | $100.0 M | $300.0 M | $500.0 M | $183.1 M | | Executing the Strategic Plan Maintain a high-quality core portfolio of retail assets Maintain a disciplined growth strategy that enables opportunistic investing | 10.0% | 1.00 | 3.00 | 5.00 | 3.75 (see below) | | Individual | 20.0% | 1.00 | 3.00 | 5.00 | See Below | | Total | 100% | | | | |

  20. Annual Incentives

    Executing the Strategic Plan Measure In early 2023, the Compensation Committee recommended, and the Board of Trustees approved the Company’s strategic goals for 2023. The strategic goals are structured to provide our management with the flexibility to assess and best execute the strategic plan given the unpredictable nature of the retail sector. However, the assessment of their success in maintaining the strategic goals is based on measurable achievements and tangible results. The Company’s achievement of the 2023 strategic performance goals is outlined below and resulted in an above-target performance rating of 3.75:

  21. Annual Incentives

    | 2023 Strategic Goal | Related Accomplishments | | Maintain a high-quality core portfolio of retail assets | • Delivered same-property NOI growth of 5.8% (high end of guidance) • Core Portfolio occupancy remains strong with 95.0% leased as of December 31, 2023 (gain of 2.3%) • Continued to grow and expand the Company’s ESG program, implementing new policies and progressing on environmental goals; Named a 2023 Green Lease Leader Gold Status | | Maintain a disciplined growth strategy that enables opportunistic investing | • Core Portfolio: • Approximately 94% of Core Portfolio debt was fixed as of December 31, 2023, with no significant scheduled Core debt maturities until 2026 • Core Signed Not Open Pipeline (excluding redevelopments) was $7.0 million of annual base rents, representing approximately 5% of in-place rents • Fund Portfolio: • Executed $183 million in Fund investments • Fund V completed its acquisition of Maple Tree Place, which is 84.6% occupied and is comprised of an approximately 400,000 square foot grocery-anchored center |

  22. Annual Incentives

    Individual Performance Measures In early 2023, the Compensation Committee recommended, and the Board of Trustees (in Mr. Bernstein’s case, solely the independent Trustees) approved individual performance measures for the 2023 annual incentive program. The individual performance component comprised 20% of the CEO’s total cash bonus award. The Compensation Committee concluded that the CEO merited an individual performance ranking of 3.85 based on its assessment of performance against his pre-established individual goals set in early 2023 as follows: • Ensuring the Company’s long-term financial stability by raising new sources of capital, and by preserving & expanding the Company’s liquidity position • Developing short & long-term incentives consistent with the current economic environment and forecasts • Success in interfacing with Board of Trustees to develop Company strategy to ensure shareholder value is maximized over the long-term Stewardship at the top of the organization, and success in interfacing with major institutional investors and JV partners The individual performance component of the 2023 annual incentive program comprised 20% of the other NEOs’ total annual incentive opportunity. These goals were established at the beginning of the year and vary for each NEO based on the different Company disciplines for which each NEO was responsible. The CEO evaluated each of the other NEOs relative to their individual goals and determined that Messrs. Gottfried, Blacksberg and Napolitano earned an overall score of 3.61, 3.68 and 3.66, respectively. 2023 Annual Incentives Payouts On February 16, 2024, the Board of Trustees approved annual cash incentives payable at or above each NEO’s target discussed above as follows:

  23. Annual Incentives

    | Named Executive Officer | 2023 Threshold Cash Bonus ($) | 2023 Target Cash Bonus ($) | 2023 Maximum Cash Bonus ($) | 2023 Amount Earned ($) | | Ken Bernstein, President & CEO | 892,500 | 1,487,500 | 2,677,500 | 2,024,845 | | John Gottfried, EVP & CFO | 222,300 | 370,500 | 666,900 | 497,300 | | Jason Blacksberg, EVP & CLO | 212,850 | 354,750 | 638,550 | 477,933 | | Joseph Napolitano, SVP & CAO | 175,500 | 292,500 | 526,500 | 393,775 |

  24. Bonus Exchange Program

    Bonus Exchange Program Consistent with the Company's long-standing policy adopted by the Board of Trustees and the Company’s focus on creating long-term shareholder value, the Company's NEOs have the option of exchanging all or a portion of their cash bonus for restricted share units or LTIP Units. In 2023, the vesting terms for the LTIP Units granted in lieu of the cash bonus was a five-year ratable vesting period for our CEO and a three-year ratable vesting period for other NEOs. All LTIP Units for the CEO and other NEOs are also subject to an additional 2-year post-vest holding period and are granted based on a 20% discounted share price. The Compensation Committee believes that this deferral feature reinforces a long-term focus and promotes the retention of our management team and is appropriate relative to other REITs that utilize similar bonus deferral programs (the median discount used by other REITs is 20% based on an average three-year vesting period). Furthermore, the 20% discounted value is factored into each NEO’s pay opportunity to ensure that the deferral feature would not result in compensation in excess relative to our peers. Based on the election of each of the NEOs, the 2023 annual incentives were paid as follows:

  25. Bonus Exchange Program

    | Named Executive Officer | Cash ($) (1) | Elective LTIP Units ($) (2) | | Ken Bernstein, President & CEO | — | 2,531,056 | | John Gottfried, EVP & CFO | — | 621,625 | | Jason Blacksberg, EVP & CLO | — | 597,417 | | Joseph Napolitano, SVP & CAO | — | 492,219 |

  26. Bonus Exchange Program

    Notes: (1) Amount reflects the amount elected in cash. (2) Amount reflects the cash amount elected in LTIP Units on February 16, 2024, inclusive of the additional value in connection with the 20% discounted share price. The values reported herein are not reflective of the grant date fair value of the awards calculated in accordance with the Statement of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation” (“ASC Topic 718”), which is how these awards are reported in the Summary Compensation Table for 2024.

  27. Long-Term Incentives

    Long-Term Incentives The Compensation Committee and the Board of Trustees continue to emphasize long-term performance in the form of: Time-Based Restricted Share Units or LTIP Units; • Performance-Based Restricted Share Units or LTIP Units; and • The Long-Term Investment Alignment Program. In keeping with the long-term, highly technical and cyclical nature of the Company’s business, the Compensation Committee places significant emphasis on a long-term approach to executive compensation while balancing the short-term needs of its executives. The Company's long-term incentives are intended to (i) retain its management team through the inclusion of vesting provisions, (ii) emphasize share ownership, (iii) create direct alignment with shareholder interests, and (iv) motivate management to focus on sustained Company performance. Annual Equity Compensation Awards Equity compensation is a critical component of our executive compensation program that directly aligns our NEOs’ long-term interests with our shareholders and provides additional retention for our executives. Our 2023 annual equity awards (granted in 2024) were determined based on the following considerations: (i) long-term incentives are designed to provide long-term alignment with our shareholders over a five-year period (or seven years for our CEO, inclusive of the mandatory post-vest holding period) and (ii) half of the value is at-risk based on our total shareholder return performance as well as our same-property NOI growth, both measured over a three-year period (plus an additional two-year holding period). The Compensation Committee determined that the program was achieving our objectives to create direct alignment with shareholder interests and emphasize share ownership with the value of historical equity awards being meaningfully impacted by the Company’s share price performance on both an absolute and relative basis. Accordingly, in February 2024, the Compensation Committee, in consultation with FPC, awarded equity grants for each NEO with 50% of the value granted in the form of time-based Restricted Share Units or LTIP Units and the remaining 50% of the value granted in the form of three-year performance-based Restricted Share Units or LTIP Units. In determining the value of the 2023 awards (granted in February 2024), the Compensation Committee considered the following key factors: • The Company’s financial and operational performance, including the Company-performance factors set forth above in “2023 Performance Highlights”; • The role and responsibilities of the individual; • Individual performance; and • Prevailing market practices based on market data provided by FPC with respect to our Executive Compensation Peer Group. Based on this assessment, the Compensation Committee approved the following amounts (which represent no change from the prior year):

  28. Long-Term Incentives

    | Executive | Approved 2023 LTIP Unit Grant ($) (1) | | Ken Bernstein | 3,200,000 | | John Gottfried | 850,000 | | Jason Blacksberg | 525,000 | | Joseph Napolitano | 450,000 |

  29. Long-Term Incentives

    Notes: Represents the approved value of 2023 equity awards (which were granted on February 16, 2024 for the previous year’s performance). The total annual equity compensation awards are comprised of two components as follows: Time-Based Long-Term Incentives The time-based long-term incentives represent 50% of the annual equity award granted to each NEO and were issued in the form of Restricted Share Units or LTIP Units. These shares vest ratably over five years for each of the NEOs. Restricted LTIP Units are similar to Restricted Share Units but unlike Restricted Share Units, provide for a quarterly partnership distribution in a like amount as paid to holders of common partnership units in Acadia Realty Limited Partnership, the Company’s operating partnership. The Restricted LTIP Units are convertible into common partnership units and, ultimately, Common Shares upon vesting. To promote further retention and emphasis on long-term performance, our CEO’s time-based equity awards are also subject to an additional two-year post-vest holding period. Performance-Based Long-Term Incentives The remaining 50% of the annual equity award is granted in performance-based Restricted Share Units or LTIP Units that may be earned based on the Company’s attainment of specified relative TSR hurdles or specified same-property NOI growth. The performance hurdles and levels of opportunity for performance-based LTIP Units granted in 2024 (for 2023 performance) earned over a cumulative three-year performance period are as follows:

  30. Long-Term Incentives

    | Metric(1) | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Relative TSR vs. Nareit Shopping Center Index | 50% | 25th Percentile | 50th Percentile | 75th Percentile | | Relative TSR vs. Nareit Retail Index | 25% | 25th Percentile | 50th Percentile | 75th Percentile | | Same-Property NOI Growth | 25% | 2% | 3% | 4% |

  31. Long-Term Incentives

    Notes:

  32. Long-Term Incentives

    | (1) In the event the performance falls between performance levels (including same-property NOI growth to be disclosed at the end of the performance period), payout will be calculated using a straight-line linear interpolation. |

  33. Long-Term Incentives

    If the Company’s performance fails to achieve the aforementioned hurdles at the culmination of the three-year performance period, all performance-based shares will be forfeited. For the 2023 awards, the vesting schedule was modified for the NEOs, (excluding the CEO) with any earned performance-based shares vesting in full at the end of the three-year performance period, with an additional 2-year post-vest holding period (providing the same five years of alignment as the prior construct). This revised vesting schedule was based on a review of competitive market practices across the REIT industry and accounting implications of using a cliff vesting schedule with a holding period as compared to a staggered vesting schedule with no holding period. Our CEO’s performance-based equity awards, if earned, will continue to vest 60% at the end of the three-year performance period, with the remaining 40% of shares vesting ratably over the next two years, subject to an additional 2-year post-vest holding period based on the Company’s commitment to maintaining market leading alignment for our CEO. Status of Performance-Based Long-Term Incentives Below is a snapshot of the status of our recently completed and outstanding performance-based awards as of December 31, 2023, which demonstrates the alignment of our NEOs’ compensation with our TSR performance:

  34. Long-Term Incentives

    | Award | Performance Period | Status as of December 31, 2023 | | 2018 Award | 1/1/2018 - 12/31/2020 | 18% of Target Earned | | 2019 Award | 1/1/2019 - 12/31/2021 | 0% Earned | | 2020 Award | 1/1/2020 - 12/31/2022 | 0% Earned | | 2021 Award | 1/1/2021 – 12/31/2023 | 63% of Target Earned | | 2022 Award | 1/1/2022 – 12/31/2024 | Tracking Below Target | | 2023 Award | 1/1/2023 – 12/31/2025 | Tracking At Maximum |

  35. Long-Term Incentives

    Long-Term Incentive Alignment Program In 2009, the Compensation Committee and Board of Trustees approved the Company’s Long-Term Incentive Alignment Program (the "Program"), a multi-year performance-based compensation program designed to provide an incentive for high, long-term performance by motivating management to create shareholder value by increasing earnings through the profitable management of investment funds and joint ventures. The Program is designed to accomplish the following: • Reward management for true, long-term performance and not simply for making investment decisions without consideration of actual value realized; • Motivate management to deliver superior returns to opportunity fund investors, as well as to the Company through its direct investment, strategic investments and successful liquidation of Acadia Strategic Opportunity Fund III LLC ("Fund III"), Acadia Strategic Opportunity Fund IV LLC ("Fund IV") and Acadia Strategic Opportunity Fund V LLC ("Fund V", and together with Fund III and Fund IV, the "Funds"), thereby increasing shareholder value; • Provide a retention tool for years to come; and • Further align the interests of management, shareholders and external investors. The Program is directly tied to the actual performance of the Funds and is designed as follows: The Company is entitled to a profit participation (the "Promote") of 20% of all cash distributed from the Funds in excess of (i) the return of all invested capital and (ii) the 6% per annum preferred rate of return. Under the Program, after the payment of the preferred return and return of all invested capital, the Company may award up to 25% of its Promote to senior executives, or 5% of each dollar distributed by the Funds after the preferred return has been paid to investors. Each individual's allocation of the 25% of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 10% in years one and two, 20% in years three and four and 40% in year five for Funds III and IV. For Fund V, each individual’s allocation of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 20% each year. If the investors of the Funds do not receive a return of all their invested capital and the 6% preferred return, no Promote will be paid to the Company and senior executives will receive no compensation under the Program. There is no interim profit participation on an individual transaction basis and thus a greater emphasis is placed on all investments being carefully selected and managed for the long term. The Program increases the alignment between senior executives and the investors of the Funds. Additionally, it should be noted that the Company is a significant investor in the Funds, with a 25% investment in Fund III, a 23% investment in Fund IV and a 20% investment in Fund V. The long-term success of the Funds benefits the Company, and thus shareholders, through both its capital investment and the Promote. For 2023, no compensation was paid under the Program to any NEO. Since 2009, the awards listed below, as a percentage of the potential Promote, were made as a result of the recommendation of the Compensation Committee and approval by the Board of Trustees. In the future, the Compensation Committee and the Board of Trustees may or may not recommend or approve awards to executive officers of additional allocations up to the permitted 25%. Fund III Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund III. As of December 31, 2013, the Company had allocated the entire 25% of the Fund III Promote.

  36. Long-Term Incentives

    | Named Executive Officer | 2009 Award Percentage | 2010 Award Percentage | 2011 Award Percentage | 2012 Award Percentage | 2013 Award Percentage | Total Percentage | | Ken Bernstein, President & CEO | 6.2500% | 0.8350% | 0.8350% | 0.8350% | 1.4050% | 10.1600% | | John Gottfried, EVP & CFO | —% | —% | —% | —% | —% | —% | | Jason Blacksberg, EVP & CLO | —% | —% | —% | —% | —% | —% | | Joseph Napolitano, SVP & CAO | 0.7500% | 0.1150% | 0.1150% | 0.1150% | 0.2150% | 1.3100% | | Total | 7.0000% | 0.9500% | 0.9500% | 0.9500% | 1.6200% | 11.4700%(1) |

  37. Long-Term Incentives

    (1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets. Fund IV Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund IV. The Company has allocated a total of 23.1% of the allowable 25% of the Fund IV Promote.

  38. Long-Term Incentives

    | Named Executive Officer | 2013 Award Percentage | 2014 Award Percentage | 2015 Award Percentage | 2016 Award Percentage | 2017 Award Percentage | Total Percentage | | Ken Bernstein, President & CEO | 0.8750% | 0.8750% | 1.7500% | 1.7500% | 3.5000% | 8.7500% | | John Gottfried, EVP & CFO | —% | —% | —% | 0.5000% | —% | 0.5000% | | Jason Blacksberg, EVP & CLO | —% | 0.1250% | 0.2500% | 0.2500% | 0.5000% | 1.1250% | | Joseph Napolitano, SVP & CAO | 0.1250% | 0.1250% | 0.2500% | 0.2500% | 0.5000% | 1.2500% | | Total | 1.0000% | 1.1250% | 2.2500% | 2.2500% | 4.5000% | 11.1250%(1) |

  39. Long-Term Incentives

    Note: (1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets. Fund V Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund V. The Company has allocated a total of 21.3% of the allowable 25% of the Fund V Promote.

  40. Long-Term Incentives

    | Named Executive Officer | 2018 Award Percentage | 2019 Award Percentage | 2020 Award Percentage | 2021 Award Percentage | 2022 Award Percentage | 2023 Award Percentage | Total Percentage | | Ken Bernstein, President & CEO | 0.8750% | 0.8750% | 1.7500% | 1.7500% | 3.5000% | 1.7500% | 10.5000% | | John Gottfried, EVP & CFO | 0.1250% | 0.1250% | 0.2500% | 0.2500% | 0.5000% | 0.2500% | 1.5000% | | Jason Blacksberg, EVP & CLO | 0.1406% | 0.1406% | 0.2812% | 0.2812% | 0.5625% | 0.2812% | 1.6873% | | Joseph Napolitano, SVP & CAO | 0.1250% | 0.1250% | 0.2500% | 0.2500% | 0.5000% | 0.2500% | 1.5000% | | Total | 1.2656% | 1.2656% | 2.5312% | 2.5312% | 5.0625% | 2.5312% | 15.1873% |

  41. Long-Term Incentives

    (1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets.

  42. Governance and Other Policies Relating to Compensation

    | Title | Multiple | Ownership Requirement Met as of December 31, 2023 (2) | | CEO | 10 x Base Salary + Cash Bonus | Yes | | All other NEOs | 3 x Base Salary + Cash Bonus | Yes | | Non-Employee Trustees | 3x total annual fees | Yes (1) |

  43. Governance and Other Policies Relating to Compensation

    Notes: (1) All non-employee Trustees have met the recommended targets with the exceptions of Mr. McIntyre who joined the Board during March 2021, Mr. Denien who joined the Board during October 2022, and Ms. Woodhouse who joined the Board during January 2023. (2) In determining whether NEOs have met the recommended targets, unearned performance-based awards are excluded from the ownership level calculation. Clawback Policy In the event of an accounting restatement due to material noncompliance with financial reporting requirement under the U.S. federal securities laws (a “Restatement”), the Compensation Committee will review all incentive-based compensation that was paid to our executive officers on the basis of having met or exceeded specific performance targets for the relevant performance periods. If the bonuses or awards paid pursuant to such incentive-based compensation awards (including annual cash incentives, non-qualified share options, restricted shares, or LTIPs) would have been lower than the amounts calculated based on such restated results, the Company will seek to recoup the portion of the excess compensation that was received unless recovery would be impractical and either the third-party costs associated with the recovery would exceed the amount to be recovered or recovery would cause a tax qualified plan to fail to remain tax qualified. The Compensation Recovery Policy has been filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. At no time during or after the year ended December 31, 2023, was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Compensation Recovery Policy, nor was there, on December 31, 2023, an outstanding balance of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement. Anti-Hedging and Anti-Pledging Policies In addition, the Company has a corporate governance policy that prohibits Trustees and employees of the Company (including executive officers) from engaging in the following activities with respect to the Company securities: (i) short sales, (ii) purchases or sales of derivative securities of the Company or any derivative securities that provide the economic equivalent, (iii) maintaining a margin account secured by shares of the Company and (iv) pledges as collateral for a loan. All Trustee and executive officers subject to this policy were in compliance as of the date hereof. Standard Employment Benefits The Company provides a variety of health and welfare benefits, including medical, dental, life, disability and accidental death and dismemberment insurance policies that are generally available to all of its full-time employees. The Company also provides a 401(k) savings plan for employees of the Company (the “401(k) Plan”), which provides for Company matching contributions of 50% up to the first 6% of the participant’s base salary contributed to the 401(k) Plan. The All Other Compensation column of the Summary Compensation Table summarizes the matching contributions that the Company made to its NEOs for fiscal 2023, 2022 and 2021. The Company’s Employee Share Purchase Plan (the “Share Purchase Plan”, and collectively with the Company’s Second Amended and Restated 2006 Incentive Plan and, the 2020 Share Incentive Plan “Share Incentive Plans”) allows eligible employees of the Company to purchase, through payroll deductions, Common Shares in the Company at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. The Share Purchase Plan is designed to retain and motivate employees of the Company and its designated affiliates by encouraging them to acquire ownership in the Company. The Company has reserved 200,000 Common Shares for issuance under the Share Purchase Plan. The Share Purchase Plan is not intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Code, as amended. During 2023, 2022 and 2021, 13,177, 9,747 and 7,721 Common Shares were purchased under the Share Purchase Plan, respectively. As of the date hereof, no NEOs participate in the Share Purchase Plan. Impact of Accounting and Tax Treatment Cash-based compensation, including salary and bonus, is generally charged as an expense in the period in which the amounts are earned by the NEO. The Company expenses the cost of share-based compensation, including Restricted Share Units and Restricted LTIP Units, in its financial statements in accordance with ASC Topic 718. In accordance with ASC Topic 718, the grant date fair value of equity awards is recognized into expense on a straight-line or graded-vesting basis, as appropriate, over the vesting period. Section 162(m) of the Code limits to $1 million the deduction that publicly traded corporations may take for compensation paid to “covered employees” of the corporation. Treasury regulations under Section 162(m) (the “Regulations”) apply Section 162(m)’s $1 million deduction limit to a REIT’s distributive share of any compensation paid by the REIT’s operating partnership to certain current and former executive officers of the REIT. The guidance under the Regulations applies to all compensation deductible in tax years ending on or after December 20, 2019 other than compensation paid pursuant to a written binding contract in effect on December 20, 2019 that is not subsequently materially modified. To the extent that compensation paid to our executive officers does not qualify for deduction under Section 162(m), a larger portion of shareholder distributions may be subject to U.S. federal income taxation as dividend income rather than return of capital. Timing of Equity Grants The Company does not in any way time its share awards to the release of material non-public information. The CEO meets with the Compensation Committee in January, February or March of each year and recommends the share awards for the NEOs, other than himself to be granted for the prior year. The Compensation Committee reviews the recommendations and then recommends the awards to the full Board of Trustees for approval. The awards are granted in the first quarter of the current year. There is no consequence for selling vested Common Shares but the Company does encourage NEOs and Trustees to hold such Common Shares in accordance with the guidelines for share ownership for NEOs and Trustees. Relationship of Compensation Policies and Practices to Risk Management The Compensation Committee has considered the risks arising from the Company's compensation policies and practices for its employees, and does not believe those risks are reasonably likely to have a material adverse effect on the Company.

  44. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table lists the annual compensation for the fiscal years 2023, 2022 and 2021 awarded to the NEOs. Compensation included in the table relating to bonus and share awards reflect amounts granted with respect to the periods reflected. For information relating to the elements of compensation discussed in the Summary Compensation Table, please refer to the “Compensation Discussion and Analysis” above.

  45. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (3) | Total ($) | | Kenneth F. Bernstein | 2023 | 850,000 | — | 3,359,692 | — | 1,903,182(2) | — | 10,188 | 6,123,062 | | Chief Executive | 2022 | 850,000 | — | 3,608,086 | — | 1,686,550(2) | — | 9,438 | 6,154,074 | | Officer and President | 2021 | 700,000 | — | 3,683,258 | — | 1,253,033(2) | — | 8,988 | 5,645,279 | | (Principal Executive Officer) | | | | | | | | | | | John Gottfried | 2023 | 494,000 | — | 1,033,460 | — | 445,433(2) | — | 10,188 | 1,983,081 | | Chief Financial Officer | 2022 | 475,000 | — | 1,013,962 | — | 969,727(2) | — | 9,438 | 2,468,127 | | and Executive Vice President | 2021 | 463,000 | — | 1,122,667 | — | 410,797(2) | — | 8,988 | 2,005,452 | | (Principal Financial Officer) | | | | | | | | | | | Jason Blacksberg | 2023 | 473,000 | — | 638,335 | — | 502,526(2) | — | 10,188 | 1,624,049 | | Chief Legal Officer | 2022 | 455,000 | — | 620,854 | — | 574,688(2) | — | 9,438 | 1,659,980 | | and Executive Vice President | 2021 | 445,000 | — | 579,305 | — | 464,284(2) | — | 8,988 | 1,497,577 | | Joseph Napolitano | 2023 | 390,000 | — | 547,116 | — | 415,815(2) | — | 10,181 | 1,363,112 | | Chief Administrative | 2022 | 375,000 | — | 555,406 | — | 473,637(2) | — | 9,413 | 1,413,456 | | Officer and Senior Vice President | 2021 | 365,000 | — | 506,881 | — | 382,695(2) | — | 8,963 | 1,263,539 |

  46. SUMMARY COMPENSATION TABLE

    Notes: Pursuant to SEC rules, the amounts disclosed in this column reflects the grant date fair value of each Restricted Share Unit and Restricted LTIP Unit award calculated in accordance with ASC Topic 718. The grant date fair values of performance-based awards included in this table were calculated based on the outcome of performance measured at probable achievement of the performance metrics, which we deemed to be at maximum levels. For further information as to the Company's Restricted Share Unit and Restricted LTIP Unit awards issued to employees, see Note 13 (Share Incentive and Other Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 16, 2024. Cash bonus was received in the form of Restricted LTIP Units. The number of Restricted LTIP Units granted in connection with this portion of the LTIP Unit award were at a 20% discount as discussed above for 2022 performance but granted in 2023. (3) Detail reflected in the All Other Compensation Table below.

  47. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Pursuant to the Company's Share Incentive Plans, the Company granted annual bonus unit awards and long-term incentive awards to the NEOs on February 17, 2023 (with respect to services rendered in the fiscal year ended 2022). The annual bonus unit awards consisted of time-based unvested Restricted LTIP Units. The total long-term incentive awards consisted of unvested Restricted LTIP Units which were allocated 50% as time-based awards and 50% as performance-based awards. For the 50% performance-based award, the number of Restricted LTIP Units will be calculated over a three-year period as described above. The following table provides a summary of all grants awarded to the NEOs during 2023:

  48. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Units | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold | Target | Maximum | | | | | | (#) | (#) (1) | (#) | (#) (2) | (3) | | Kenneth F. Bernstein | 2/17/2023 | — | — | — | 152,866 | 1,903,182 | | | 2/17/2023 | 52,528 | 105,056 | 210,112 | — | 2,051,744 | | | 2/17/2023 | — | — | — | 105,056 | 1,307,948 | | | | 52,528 | 105,056 | 210,112 | 257,922 | 5,262,874 | | John Gottfried | 2/17/2023 | — | — | — | 36,581 | 445,433 | | | 2/17/2023 | 13,953 | 27,905 | 55,810 | — | 635,814 | | | 2/17/2023 | — | — | — | 27,905 | 397,646 | | | | 13,953 | 27,905 | 55,810 | 64,486 | 1,478,893 | | Jason Blacksberg | 2/17/2023 | — | — | — | 35,265 | 502,526 | | | 2/17/2023 | 8,618 | 17,236 | 34,472 | — | 392,722 | | | 2/17/2023 | — | — | — | 17,236 | 245,613 | | | | 8,618 | 17,236 | 34,472 | 52,501 | 1,140,861 | | Joseph Napolitano | 2/17/2023 | — | — | — | 29,180 | 415,815 | | | 2/17/2023 | 7,387 | 14,773 | 29,546 | — | 336,601 | | | 2/17/2023 | — | — | — | 14,773 | 210,515 |

  49. GRANTS OF PLAN-BASED AWARDS

    | 7,387 | 14,773 | 29,546 | 43,953 | 962,931 |

  50. GRANTS OF PLAN-BASED AWARDS

    (1) Represents the performance-based portion of the 2022 awards which will be earned over 5 years with 60% earned at the end of the third year subject to the Company meeting certain performance thresholds. The remaining 40% will be earned ratably over the following two years, provided that the initial 60% is earned as described above. The holders of these Restricted LTIP Units are entitled to receive distributions currently in an amount equal to 10% of the per share dividend paid to holders of Common Shares for the maximum number of Restricted LTIP Units that may be earned. (2) The Restricted LTIP Units vest over 5 years with 20% vesting on January 6, 2024 and 20% on each anniversary thereof. The holders of these Restricted LTIP Units are entitled to receive distributions currently in an amount equal to the per share dividend paid to holders of Common Shares. (3) Calculated in accordance with ASC Topic 718. The grant date fair values of performance-based awards were calculated based on the probable outcome of performance measured at target levels at the time of the grant.

  51. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  52. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Number of Unearned Shares, Units or Other Rights That Have Not Vested | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | (#) (1) | ($) (2) | (#) (8) | ($) (2) (8) | | Kenneth F. Bernstein | 2/14/2019 | 10,588(3) | 179,890 | — | — | | | 2/14/2019 | 8,997(3) | 152,859 | — | — | | | 2/13/2020 | 23,190(4) | 393,998 | — | — | | | 2/13/2020 | 28,086(4) | 477,181 | — | — | | | 2/18/2021 | 56,914(5) | 966,969 | — | — | | | 2/18/2021 | 50,221(5) | 853,255 | 59,760 | 1,015,322 | | | 2/18/2022 | 64,618(6) | 1,097,860 | — | — | | | 2/18/2022 | 79,042(6) | 1,342,924 | 80,772(9) | 1,372,316 | | | 2/17/2023 | 105,056(7) | 1,784,901 | | | | | 2/17/2023 | 152,865(7) | 2,597,176 | 105,056(10) | 1,784,901 | | | | 579,577 | 9,847,013 | 245,588 | 4,172,539 | | John Gottfried | 2/14/2019 | 2,568(3) | 43,630 | — | — | | | 2/14/2019 | 2,954(3) | 50,188 | — | — | | | 2/13/2020 | 5,622(4) | 95,518 | — | — | | | 2/13/2020 | 4,028(4) | 68,436 | — | — | | | 2/18/2021 | 14,956(5) | 254,102 | — | — | | | 2/18/2021 | 14,515(5) | 246,610 | 15,702 | 266,777 | | | 2/18/2022 | 15,654(6) | 265,961 | — | — | | | 2/18/2022 | 40,113(6) | 681,520 | 39,134(9) | 664,887 | | | 2/17/2023 | 27,905(7) | 474,106 | — | — |

  53. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2/17/2023 | 36,582(7) | 621,528 | | 27,905(10) | 474,106 | | | | | 164,897 | | 2,801,599 | 82,741 | | 1,405,770 | | Jason Blacksberg | 2/14/2019 | 898(3) | 15,257 | | — | — | | | | 2/14/2019 | 2,652(3) | 45,057 | | — | — | | | | 2/13/2020 | 3,144(4) | 53,417 | | — | — | | | | 2/13/2020 | 7,814(4) | 132,760 | | — | — | | | | 2/18/2021 | 7,717(5) | 131,112 | | — | — | | | | 2/18/2021 | 16,407(5) | 278,755 | | 8,102 | 137,653 | | | | 2/18/2022 | 12,116(6) | 205,851 | | — | — | | | | 2/18/2022 | 23,772(6) | 403,886 | | 20,194(9) | 343,096 | | | | 2/17/2023 | 17,236(7) | 292,840 | | — | — | | | | 2/17/2023 | 35,265(7) | 599,152 | | 17,236(10) | 292,840 | | | | | 127,021 | | 2,158,087 | 45,232 | | 773,589 | | Joseph Napolitano | 2/14/2019 | 1,257(3) | 21,356 | | — | — | | | | 2/14/2019 | 2,355(3) | 40,011 | | — | — | | | | 2/13/2020 | 2,750(4) | 46,723 | | — | — | | | | 2/13/2020 | 6,342(4) | 107,751 | | — | — | | | | 2/18/2021 | 6,752(5) | 114,716 | | — | — | | | | 2/18/2021 | 13,522(5) | 229,739 | | 7,090 | 120,459 | | | | 2/18/2022 | 11,106(6) | 188,691 | | — | — | | | | 2/18/2022 | 19,592(6) | 332,868 | | 17,668(9) | 300,179 | | | | 2/17/2023 | 14,773(7) | 250,993 | | — | — | | | | 2/17/2023 | 29,181(7) | 495,785 | | 14,773(10) | 250,993 | | | | | 107,630 | | 1,828,633 | 39,531 | | 671,631 |

  54. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Represents the time-based portion of the awards. (2) Market value computed by multiplying the closing market price of the Company's Common Shares of $16.99 as of December 29, 2023, the final trading day of the calendar year, by the number of Restricted Share Units or Restricted LTIP Units that have not vested. (3) Restricted LTIP Units vest over five years with the last vesting on January 6, 2024. (4) Restricted LTIP Units vest over five years with the last vesting on January 6, 2025. (5) Restricted LTIP Units vest over five years with the last vesting on January 6, 2026. (6) Restricted LTIP Units vest over five years with the last vesting on January 6, 2027. (7) Restricted LTIP Units vest over five years with the last vesting on January 6, 2028. (8) Represents the performance-based portion of the awards. (9) The calculation period for these awards will be measured from January 1, 2022 through December 31, 2024. The number of awards that will ultimately vest will be based on (i) 2/3rds based on the Company’s total shareholder return as compared to the Nareit Equity Shopping Center Index and (ii) 1/3rd based on the Company’s total shareholder return as compared to the Nareit Equity Retail Index. 60% of the awards will vest on January 6, 2025, 20% on January 6, 2026 and 20% on January 6, 2027. (10) The calculation period for these awards will be measured from January 1, 2023 through December 31, 2025. The number of awards that will ultimately vest will be based on (i) 50% based on the Company’s total shareholder return as compared to the Nareit Equity Shopping Center Index, (ii) 25% based on the Company’s total shareholder return as compared to the Nareit Equity Retail Index and (iii) 25% based on the Company’s same-property net operating income growth. 60% of the awards will vest on January 6, 2026, 20% on January 6, 2027 and 20% on January 6, 2028. OPTION EXERCISES AND STOCK VESTED The Option Exercises and Stock Vested Table provides a summary of all values realized by the NEOs upon the exercise of options and similar instruments or the vesting of Restricted Share Units or Restricted LTIP Units during the last fiscal year.

  55. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | | Option Awards | | Stock Awards | | | Name | Grant Date | Exercise/Vesting Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Kenneth F. Bernstein | 2/26/2018 | 1/6/2023 | — | — | 23,885 | 346,810 | | | 2/14/2019 | 1/6/2023 | — | — | 19,584 | 284,360 | | | 2/13/2020 | 1/6/2023 | — | — | 25,636 | 372,235 | | | 2/18/2021 | 1/6/2023 | — | — | 35,712 | 518,538 | | | 2/18/2022 | 1/6/2023 | — | — | 35,914 | 521,471 | | | | | — | — | 140,731 | 2,043,414 | | John Gottfried | 2/26/2018 | 1/6/2023 | — | — | 5,312 | 77,130 | | | 2/14/2019 | 1/6/2023 | — | — | 5,520 | 80,150 | | | 2/13/2020 | 1/6/2023 | | | 4,824 | 70,044 | | | 2/18/2021 | 1/6/2023 | — | — | 9,824 | 142,644 | | | 2/18/2022 | 1/6/2023 | — | — | 13,941 | 202,423 | | | | | — | — | 39,421 | 572,391 | | Jason Blacksberg | 2/26/2018 | 1/6/2023 | — | — | 4,312 | 62,610 | | | 2/14/2019 | 1/6/2023 | — | — | 3,550 | 51,546 | | | 2/13/2020 | 1/6/2023 | — | — | 5,480 | 79,570 | | | 2/18/2021 | 1/6/2023 | — | — | 8,041 | 116,755 | | | 2/18/2022 | 1/6/2023 | — | — | 8,972 | 130,273 | | | | | — | — | 30,355 | 440,754 | | Joseph Napolitano | 2/26/2018 | 1/6/2023 | — | — | 4,443 | 64,512 | | | 2/14/2019 | 1/6/2023 | — | — | 3,610 | 52,417 | | | 2/13/2020 | 1/6/2023 | — | — | 4,546 | 66,008 | | | 2/18/2021 | 1/6/2023 | — | — | 6,759 | 98,141 | | | 2/18/2022 | 1/6/2023 | — | — | 7,674 | 111,426 | | | | | — | — | 27,032 | 392,504 |

  56. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Note: Value based on the market value of the Company's Common Shares on the vesting date. The closing price of the Company's Common Shares was $14.52 on January 6, 2023.

  57. POTENTIAL PAYMENTS TO NAMED EXECUTIVE OFFICERS UPON TERMINATION

    POTENTIAL PAYMENTS TO NAMED EXECUTIVE OFFICERS UPON TERMINATION The following table estimates the potential payments and benefits to the NEOs upon termination of employment and Change of Control, assuming the event occurred on December 31, 2023. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time they become eligible for payment and would only be payable if the specified event occurs.

  58. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  59. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Cash Severance ($) (1) | Bonus Severance ($) | Options Awards ($) | Stock Awards ($) (4) (5) | Other Benefits ($) (6) | | Kenneth F. Bernstein | | | | | | | For Cause or Voluntary Resignation | — | — | — | — | — | | Death | 2,550,000 | 18,226,391(2) | — | 14,019,552 | — | | Disability | 2,550,000 | 18,226,391(2) | — | 14,019,552 | 39,944 | | Good Reason | 2,550,000 | 18,226,391(2) | — | 14,019,552 | 39,944 | | Without Cause | 2,550,000 | 18,226,391(2) | — | 14,019,552 | 39,944 | | Change of Control and Termination | 2,550,000 | 18,226,391(2) | — | 14,019,552 | 39,944 | | Change of Control | — | —(2) | — | 14,019,552 | — | | John Gottfried | | | | | | | For Cause or Voluntary Resignation | — | — | — | — | — | | Death | 494,000 | 943,009(3) | — | 4,207,369 | 29,949 | | Disability | 494,000 | 943,009(3) | — | 4,207,369 | 29,949 | | Good Reason | 988,000 | 1,414,514(3) | — | 4,207,369 | 29,949 | | Without Cause | 988,000 | 1,414,514(3) | — | 4,207,369 | 29,949 | | Change of Control and Termination | 1,358,500 | 1,768,142(3) | — | 4,207,369 | 44,924 | | Change of Control | — | —(3) | — | 4,207,369 | — | | Jason Blacksberg | | | | | | | For Cause or Voluntary Resignation | — | — | — | — | — | | Death | 473,000 | 907,605(3) | — | 2,931,676 | 29,949 | | Disability | 473,000 | 907,605(3) | — | 2,931,676 | 29,949 | | Good Reason | 946,000 | 1,361,408(3) | — | 2,931,676 | 29,949 | | Without Cause | 946,000 | 1,361,408(3) | — | 2,931,676 | 29,949 | | Change of Control and Termination | 1,300,750 | 1,701,759(3) | — | 2,931,676 | 44,924 | | Change of Control | — | —(3) | — | 2,931,676 | — | | Joseph Napolitano | | | | | | | For Cause or Voluntary Resignation | — | — | — | — | — | | Death | 390,000 | 749,307(3) | — | 2,500,264 | 29,942 | | Disability | 390,000 | 749,307(3) | — | 2,500,264 | 29,942 | | Good Reason | 780,000 | 1,123,961(3) | — | 2,500,264 | 29,942 | | Without Cause | 780,000 | 1,123,961(3) | — | 2,500,264 | 29,942 | | Change of Control and Termination | 1,072,500 | 1,404,951(3) | — | 2,500,264 | 44,913 | | Change of Control | — | —(3) | — | 2,500,264 | — |

  60. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1) Reflects three years of severance salary for Mr. Bernstein. For the other NEOs, reflects one year of severance salary in the case of termination as a result of Death or Disability, two years of severance salary in the case of termination by the Company Without Cause or by the NEO for Good Reason not in connection with a Change in Control and 2.75 years of severance salary in the case of a Change of Control together with either termination Without Cause or for Good Reason. (2) Reflects three years of severance bonuses and a pro-rated cash bonus for Mr. Bernstein. (3) Reflects one year of severance bonus and a pro-rated cash bonus in the case of termination as a result of Death or Disability, two years of severance bonus and a pro-rated cash bonus in the case of termination by the Company Without Cause or by the NEO for Good Reason not in connection with a Change in Control and 2.75 years of severance bonus and a pro-rated cash bonus in the case of a Change of Control together with either termination Without Cause or for Good Reason. (4) Reflects the payment upon the immediate vesting of all Restricted Share Units and Restricted LTIP Units with the exception of those subject to performance measurement periods. In the case of Restricted Share Units and Restricted LTIP Units subject to performance measurement periods, they will remain unvested until such time as the measurement period is completed and will be measured at that time. For the purposes of this table, those Restricted Share Units and Restricted LTIP Units have been valued at their target amount. (5) Restricted Share payments based on the number of shares times $16.99, the closing price of the Company's Common Shares on December 29, 2023. (6) Represents health coverage.

  61. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio For 2023, the Company estimated the ratio between the CEO’s total compensation and the median annual total compensation of all employees (except the CEO). In searching for the median employee, base compensation totals in 2023 were considered. The “Median Employee” was identified using the base compensation of all full-time, part-time, and temporary employees employed by the Company on December 31, 2023, then the Median Employee’s compensation was calculated under the Summary Compensation Table rules. The CEO had annual total compensation of $6,123,062 and the Median Employee had annual total compensation of $126,250. Therefore, the CEO’s annual total compensation is estimated as 48 times that of the median of the annual total compensation of all employees. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  62. BOARD OF TRUSTEES COMPENSATION

    | TRUSTEE COMPENSATION | | | | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (8) | Total ($) | | Lee S. Wielansky (1) | 125,000 | 156,265(3) | — | — | — | 31,896 | 313,161 | | Douglas Crocker II | 90,000 | 100,457 | — | — | — | 12,475 | 202,932 | | Mark Denien | — | 184,162(4) | — | — | — | 9,230 | 193,392 | | Kenneth A. McIntyre | 75,000 | 100,457 | — | — | — | 10,243 | 185,700 | | William T. Spitz | — | 200,914(5) | — | — | — | 10,937 | 211,851 | | Lynn C. Thurber | — | 212,073(6) | — | — | — | 11,316 | 223,389 | | Hope Woodhouse | 101,310 | 134,884(7) | — | — | — | — | 236,194 | | C. David Zoba | 90,000 | 100,457 | — | — | — | 45,261 | 235,718 |

  63. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by the SEC, the following table is intended to illustrate compensation “actually paid” to our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, in each case, as compared to (i) our cumulative total shareholder return (“TSR”) performance, (ii) our peer group TSR performance, (iii) net income, and (iv) FFO per diluted Share and Common OP Unit (“FFO”), the Company’s selected measure. Differences in our Summary Compensation Table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, which take into account the future performance of the Company and relative performance indices based on Monte Carlo simulations for any market-based awards and a discount for lack of marketability or illiquidity due to post-vesting restrictions.

  64. Pay versus Performance Disclosure

    | Year | Summary Compensation Total Table for CEO (1) | Compensation actually paid to CEO (1) | Average Summary Compensation Table Total for non-CEO NEOs (1) | Average Compensation Actually paid to non-CEO NEO (1) | Total Shareholder Return (2) | Peer Group Total Shareholder Return (3) | Net (Loss) Income (in 000’s) | FFO per diluted Share and Common OP Unit (4) | | 2023 | $6,123,062 | $9,293,324 | $1,656,747 | $2,334,259 | $75.85 | $117.03 | $(1,749) | $1.28 | | 2022 | $6,154,074 | $(618,494) | $1,847,188 | $334,616 | $61.04 | $104.46 | $(65,251) | $1.02 | | 2021 | $5,645,279 | $7,874,922 | $1,775,072 | $2,280,743 | $88.66 | $119.43 | $26,030 | $1.26 | | 2020 | $5,250,726 | $(1,637,075) | $1,488,423 | $100,749 | $56.01 | $72.36 | $65,718 | $1.24 |

  65. Pay versus Performance Disclosure

    (1) Reflects compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for each relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  66. Pay versus Performance Disclosure

    | Year | PEO | Non-PEO NEOs | | 2023 | Kenneth F. Bernstein | John Gottfried, Joseph Napolitano and Jason Blacksberg | | 2022 | Kenneth F. Bernstein | John Gottfried, Joseph Napolitano and Jason Blacksberg |

  67. Pay versus Performance Disclosure

    | 2021 | Kenneth F. Bernstein | Christopher Conlon (Former EVP and COO), John Gottfried, Joseph Napolitano and Jason Blacksberg | | 2021 | Kenneth F. Bernstein | Christopher Conlon (Former EVP and COO), John Gottfried, Joseph Napolitano and Jason Blacksberg |

  68. Pay versus Performance Disclosure

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  69. Pay versus Performance Disclosure

    | Adjustments to Determine Compensation “Actually Paid” for PEO | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(5,262,874) | $(5,294,636) | $(4,936,291) | $(4,496,888) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 6,636,024 | 2,878,642 | 6,018,862 | 2,274,935 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 1,761,434 | (3,973,114) | 1,583,604 | (4,583,049) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 35,677 | 68,722 | 74,897 | (37,799) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | 0 | (452,182) | (511,429) | 0 | | Total Adjustments | $3,170,262 | $(6,772,568) | $2,229,643 | $(6,842,801) |

  70. Pay versus Performance Disclosure

    | Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(1,194,228) | $(1,402,758) | $(1,331,090) | $(998,558) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 1,481,286 | 804,115 | 1,572,975 | 503,162 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 378,311 | (844,055) | 343,662 | (888,897) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 12,143 | 18,236 | 16,135 | (3,381) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | 0 | (88,110) | (96,011) | 0 | | Total Adjustments | $677,512 | $(1,512,572) | $505,671 | $(1,387,674) |

  71. Pay versus Performance Disclosure

    (a) Deductions for Amounts Reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable FY is inclusive of Elective LTIP Units under the Company’s Bonus Exchange Program (b) For performance-based LTIP Units, fair value reflects the achievement based on actual performance of the Company and indices through each fiscal year end as well as future performance of the Company and indices calculated through Monte Carlo simulation analyses by an independent 3rd party, multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable. (c) For the time-based LTIP units, fair value reflects stock price at the end of each fiscal year multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. (2) Based on a fixed investment of $100 on December 31, 2019 in the Company’s stock assuming reinvestment of dividends on the ex-dividend date. Based on a fixed investment of $100 on December 31, 2019 in the Nareit Equity Shopping Centers Index, assuming reinvestment of dividends on the ex-dividend date. FFO per diluted Share and Common OP Unit is a non-GAAP measure. Refer to page 50 of the Company’s Form 10-K as filed with the SEC for the fiscal year ended December 31, 2023 for a reconciliation of net income to FFO per Share. Tabular List of Important Financial Measures The follow table reflects the financial measures that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2023:

  72. Pay versus Performance Disclosure

    | Most Import Financial Measures for 2023 | | FFO per diluted Share and Common OP Unit | | Core Portfolio Occupancy | | Leverage – Net Core Debt/EBITDA | | Transaction Activity | | Relative TSR vs. Nareit Equity Shopping Center Index | | Relative TSR vs. Nareit Equity Retail Index |

  73. Pay versus Performance Disclosure

    Relationship between Compensation Actually Paid and Financial Measures