DEF 14A of Brixmor Property Group Inc.
Filed Mar 14, 2024 · FY20230001104659-24-034494
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024 The following table provides information about the nine candidates who have been nominated for election to our Board of Directors. Additional information regarding each nominee’s specific experience, qualifications, attributes, and skills can be found under Proposal No. 1. Upon election, these directors will hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify. These directors hold committee memberships and chair responsibilities as follows:
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| = Committee Chair = Committee Member Board Member | Age | Director Since | Committee Membership | | | | | | | Audit | Compensation | Nominating & Corporate Governance | | James M. Taylor Jr. Chief Executive Officer and President, Brixmor Property Group Inc. | 57 | 2016 | | | | | Sheryl M. Crosland Chair of the Board Former Managing Director and Retail Sector Head, JP Morgan Investment Management | 71 | 2016 | | | | | Michael Berman Former Chief Financial Officer, GGP Inc. | 66 | 2013 | | | | | Julie Bowerman Chief Marketing Officer, Kellanova (formerly known as Kellogg Company) | 55 | 2019 | | | | | Thomas W. Dickson Former Chief Executive Officer, Harris Teeter Supermarkets, Inc. | 68 | 2015 | | | | | Daniel B. Hurwitz Founder and Chief Executive Officer, Raider Hill Advisors, LLC | 59 | 2016 | | | | | Sandra A.J. Lawrence Former Executive Vice President and Chief Administrative Officer, The Children’s Mercy Hospital and Clinics | 66 | 2021 | | | | | William D. Rahm Senior Managing Director, Centerbridge Partners, L.P. | 45 | 2013 | | | | | JP Suarez Former Executive Vice President, Regional Chief Executive Officer and Chief Administration Officer, Walmart International | 60 | 2023 | | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| > | 2023 BUSINESS OVERVIEW |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
During 2023, we again drove strong internal growth by capitalizing on the ongoing strength of the retail real estate environment and the momentum generated by our successful portfolio transformation initiatives, resulting in record leased occupancy for our high-quality, nationally diversified portfolio of community and neighborhood shopping centers. We have also continued to execute on our accretive, value enhancing reinvestment program, repositioning assets to align with our vision of owning and operating the “centers of the communities we serve,” while harvesting the opportunities embedded in our portfolio of below-market leases. And while acquisitions were limited as we remained disciplined in navigating a dynamic capital markets environment, we continued to dispose of assets where value had been maximized. As we have executed on our internal and external growth initiatives, we have maintained significant financial liquidity and flexibility to support the execution of our long-term balanced business plan. As always, our execution in 2023 was guided by our Corporate Responsibility (“CR”) strategy.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Marlton Crossing | Philadelphia, Pennsylvania | | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| > | 2023 BUSINESS HIGHLIGHTS |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
* We define our operating metrics in the glossary of our Supplemental Disclosure for the quarter ended December 31, 2023, which is available on our website.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| > | CORPORATE RESPONSIBILITY |
CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES
CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES
CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES
| 8/9 | 3/9 | 2/9 | 61 | 7 | | Independent directors | Female directors | Racially and ethnically diverse | Average director age | Average director tenure (in years) |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024 We believe that each of our director nominees possesses the professional and personal qualifications necessary for effective service as a director and, that together, our directors have a complementary balance of knowledge, experience, and capabilities that will best serve the Company and its stakeholders. We also believe that each nominee has a reputation for integrity, adherence to the highest ethical standards, sound business judgment, and willingness to represent the long-term interests of our stakeholders. The following chart provides a summary of the director nominees’ skills and core competencies.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | James M. Taylor Jr. | Sheryl M. Crosland | Michael Berman | Julie Bowerman | Thomas W. Dickson | Daniel B. Hurwitz | Sandra A.J. Lawrence | William D. Rahm | JP Suarez | | Leadership Expertise | | | | | | | | | | | Chief Executive Officer | ✔ | — | — | — | ✔ | ✔ | ✔ | — | ✔ | | Other Current or Past Public Company Board | — | — | ✔ | — | ✔ | ✔ | ✔ | ✔ | ✔ | | Non-Profit Executive or Board Member | ✔ | ✔ | — | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Expertise | | | | | | | | | | | Chief Financial Officer | ✔ | — | ✔ | — | — | — | ✔ | — | — | | Investment / Financial | ✔ | ✔ | ✔ | — | ✔ | ✔ | ✔ | ✔ | ✔ | | Private Equity | — | — | — | ✔ | — | ✔ | — | ✔ | — | | Other Professional Expertise | | | | | | | | | | | Industry Expertise | | | | | | | | | | | Real Estate | ✔ | ✔ | ✔ | — | ✔ | ✔ | ✔ | ✔ | ✔ | | Construction / Redevelopment | ✔ | ✔ | ✔ | — | ✔ | ✔ | ✔ | — | ✔ | | Retail / Omnichannel Retail | — | — | — | ✔ | ✔ | ✔ | — | — | ✔ | | Operational Expertise | | | | | | | | | | | Data, Predictive, or Advanced Analytics | — | — | — | ✔ | ✔ | — | ✔ | — | ✔ | | Consumer / Marketing | — | — | — | ✔ | ✔ | — | ✔ | — | ✔ | | Human Capital and Diversity and Inclusion | ✔ | — | ✔ | — | ✔ | ✔ | ✔ | — | ✔ | | Operations | ✔ | — | — | — | ✔ | ✔ | ✔ | — | ✔ | | Legal | ✔ | — | ✔ | — | — | — | — | ✔ | ✔ | | Corporate Responsibility and ESG | ✔ | — | ✔ | ✔ | ✔ | ✔ | ✔ | — | ✔ | | Risk Management | ✔ | — | ✔ | — | ✔ | ✔ | ✔ | — | ✔ | | Cybersecurity / Data Protection | — | — | ✔ | — | — | — | ✔ | — | ✔ | | Diversity and Other Information | | | | | | | | | | | Gender Diversity | — | ✔ | — | ✔ | — | — | ✔ | — | — | | Racial and Ethnic Diversity | — | — | — | — | — | — | ✔ | — | ✔ | | Number of Other Public Company Boards | — | — | 2 | — | — | — | 3 | — | — | | Number of Other Public Company Board Committee Chairs | — | — | 2 | — | — | — | 1 | — | — |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
The biographical description below includes the specific experience, qualifications, attributes, and skills that led to the conclusion by the Board that each director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| > | DIRECTOR NOMINEES |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | James M. Taylor Jr. Age 57 Director Since 2016 |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • Mr. Taylor has served as our Chief Executive Officer since May 2016 and President from May 2016 through September 2023 and from January 2024 to present • Federal Realty Investment Trust 2012 to 2016: Executive Vice President – Chief Financial Officer and Treasurer and member of the executive and investment committees • Eastdil Secured / Wells Fargo 1998 to 2012: Senior Managing Director and head of real estate investment banking | Other Leadership and Experience • ICSC Chairman, 2024 • Nareit Executive Board member • Urban Land Institute member Education and Qualifications • B.S. and J.D., The University of Virginia | | Reasons for Nomination In determining that he should serve as a director, our Board considered Mr. Taylor’s extensive experience of more than 25 years in the commercial real estate industry and his knowledge of our business and portfolio as our Chief Executive Officer. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | Sheryl M. Crosland Age 71 Director Since 2016 Board Chair | Committee Membership • Audit |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • JP Morgan Investment Management Global Real Assets Group 1998 to 2014: Managing Director and Retail Sector Head 1984 to 1998: Various positions Education and Qualifications • Master of Science in Industrial Management, Georgia Institute of Technology • B.S., Furman University • Certified public accountant | Other Leadership and Experience • Donahue Schriber Realty board member • Edens Investment Trust board member | | Reasons for Nomination In determining that she should serve as a director, our Board considered Ms. Crosland’s extensive experience in the real estate industry, in particular her familiarity with real estate investment, ownership, and operational experience. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | Michael Berman Age 66 Director Since 2013 | Committee Memberships • Audit • Nominating and Corporate Governance |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • GGP Inc. 2011 to 2018: Chief Financial Officer and Executive Vice President • Equity LifeStyle Properties (formerly Manufactured Home Communities) 2003 to 2011: Executive Vice President and Chief Financial Officer • New York University Real Estate Institute 2003: Associate Professor Education and Qualifications • M.B.A., Columbia University Graduate School of Business • J.D., Boston University School of Law • B.A., Binghamton University | Other Current Public Company Boards • Captivision Inc. – Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee • Skyline Champion Corp. – Chair of the Audit Committee and member of the Governance and Nominating Committee Other Prior Public Company Boards • Jaguar Global Growth Corporation I • Mack-Cali Realty Corporation | | Reasons for Nomination In determining that he should serve as a director, our Board considered his over 35 years of combined experience in the real estate and financial industries, including the retail property sector in particular, and his familiarity with financial reporting and accounting matters. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | Julie Bowerman Age 55 Director Since 2019 | Committee Membership • Nominating & Corporate Governance (Chair) |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • Kellanova (formerly known as Kellogg Company) 2023 to present: Chief Marketing Officer • Kellogg Company 2021 to 2023: Chief Marketing and Ecommerce Officer 2019 to 2021: Chief Global Digital Consumer and Customer Experience Officer • Hain Celestial Group, Inc. 2017 to 2019: Senior Vice President, Digital Engagement and eCommerce • The Coca-Cola Company 2015 to 2017: Global Vice President, eCommerce, Shopper Marketing and Digital 2013 to 2015: Vice President and General Manager, eCommerce, North America 1994 to 2013: Various positions | Education and Qualifications • M.A., Advertising, Michigan State University • B.A., Communications, University of Dayton | | Reasons for Nomination In determining that she should serve as a director, our Board considered Ms. Bowerman’s extensive experience in physical and digital commerce, marketing, omni channel sales, and consumer products businesses. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | Thomas W. Dickson Age 68 Director Since 2015 | Committee Membership • Compensation |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • Harris Teeter Supermarkets Inc. 2006 to 2014: Chief Executive Officer and Chairman of the Board 1997 to 2006: Chief Executive Officer 1996 to 1997: Executive Vice President 1994 to 1996: President, American & Efird, Inc. (Harris Teeter’s former A&E subsidiary) 1991 to 1994: Executive Vice President, American & Efird, Inc. Education and Qualifications • B.A. and M.B.A., The University of Virginia | Other Prior Public Company Boards • Conagra Brands, Inc. • Dollar Tree, Inc. • The Pantry, Inc. | | Reasons for Nomination In determining that he should serve as a director, our Board considered Mr. Dickson’s extensive operational experience and expertise in the supermarket grocery business, his broad real estate knowledge, and his substantial public company Board experience. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | Daniel B. Hurwitz Age 59 Director Since 2016 | Committee Membership • Compensation |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • Raider Hill Advisors, LLC 2015 to present: Founder and Chief Executive Officer • Brixmor Property Group 2016: Interim Chief Executive Officer and President • DDR Corp. 2010 to 2014: Chief Executive Officer 1999 to 2010: Various other executive positions Education and Qualifications • Wharton School of Business Management Program, University of Pennsylvania • B.A., Colgate University | Other Prior Public Company Boards • Boscov’s Department Stores, Inc. • CubeSmart • DDR Corp. • GGP Inc. • Sonae Sierra Brasil, SA • WeWork Inc. Other Leadership and Experience • Former ICSC Chairman • Former Nareit Executive Board, Advisory Board of Governors, and Governance Council member | | Reasons for Nomination In determining that he should serve as a director, our Board considered Mr. Hurwitz’s extensive management experience as chief executive officer of another publicly-traded REIT and interim Chief Executive Officer of the Company, his extensive experience with shopping centers, and his extensive experience as a director of other public real estate companies. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | Sandra A.J. Lawrence Age 66 Director Since 2021 | Committee Membership • Audit (Chair) |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • The Children’s Mercy Hospital and Clinics 2016 to 2019: Executive Vice President and Chief Administrative Officer 2005 to 2016: Chief Financial Officer Education and Qualifications • M.B.A., Harvard Business School • M.Arch., Massachusetts Institute of Technology • B.A., Psychology, Vassar College | Other Current Public Company Boards • Evergy, Inc. – Chair of the Compensation and Leadership Development Committee and member of Nominating, Governance, and Sustainability Committee • Sera Prognostics, Inc. – Audit Committee • Delaware Funds by Macquarie Mutual Funds Trust – member of Audit Committee and Investment Committee Other Prior Public Company Boards • American Shared Hospital Services | | Reasons for Nomination In determining that she should serve as a director, our Board considered Ms. Lawrence’s extensive leadership experience, financial and corporate governance expertise, and her public company board experience, as well as her senior role in a diverse range of organizations. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | William D. Rahm Age 45 Presiding Independent Director Since 2013 | Committee Memberships • Compensation (Chair) • Nominating & Corporate Governance |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • Centerbridge Partners, L.P. 2006 to present: Senior Managing Director and member of Management and Investment Committees • The Blackstone Group L.P. 2000 to 2006: Real Estate Private Equity Group Education and Qualifications • M.B.A., Harvard Business School • J.D., Harvard Law School • B.A., Yale College | Other Prior Public Company Boards • Extended Stay America, Inc. • Radius Global Infrastructure, Inc. | | Reasons for Nomination In determining that he should serve as a director, our Board considered Mr. Rahm’s extensive experience in real estate and investments and his significant understanding of issues and risks that affect the Company. | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | JP Suarez Age 60 Director Since 2023 | Committee Memberships • Audit |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| Professional Highlights • Walmart International 2018 to 2023: Executive Vice President, Regional Chief Executive Officer and Chief Administration Officer and member of Executive Committee • Walmart Inc. 2015 to 2018: Executive Vice President and President of the Realty Division 2004 to 2015: In various positions of increasing responsibility • U.S. Environmental Protection Agency 2002 to 2004: Assistant Administrator, Office of Enforcement and Compliance Assurance Education and Qualifications • J.D., University of Pennsylvania Law School • B.A., Tufts University | Other Prior Public Company Boards • Massmart, Inc. | | Reasons for Nomination Mr. Suarez is standing for re-election by stockholders for the first time at the Annual Meeting. Mr. Suarez was originally identified as a potential director by certain of our Board members. In determining that he should serve as a director, our Board considered Mr. Suarez’s established leadership abilities, significant retail, real estate and legal expertise, and his breadth of experience in strategy, talent development and performance management across a large, global retail organization. | |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include: • Our Board is not classified and each of our directors is subject to re-election annually, and we will not classify our Board in the future without the approval of our stockholders; • Our directors may be removed by a vote of a majority of the votes entitled to be cast and our Board may not increase the vote required to remove a director without stockholder approval; • We have opted out of the Maryland Unsolicited Takeover Act (known as MUTA) and the Maryland business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval; • We do not have a stockholder rights plan/poison pill, and we will not adopt a stockholder rights plan/poison pill in the future without stockholder approval; • Our directors are elected by a vote of a majority of votes cast in uncontested elections, and in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the Board, which will decide what action to take on the resignation, and the decision will be publicly disclosed; • We have fully independent Audit, Compensation, and Nominating and Corporate Governance Committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers and/or non-independent directors; • Our Board has an independent Chair and a Presiding Independent Director; • Our Board has an “ad hoc” investment committee which approves any individual transaction with a value between $50 million and $100 million (with full Board approval required for transactions above $100 million); • We maintain a program of continuing education for our directors, covering current topics such as cybersecurity and ESG, in order to optimize their service on the Board; • All members of our Audit Committee are “financial experts” as defined by applicable SEC regulations; • We restrict the number of other public company boards that our directors can serve on to four, including our Board, and also restrict the number of public company board audit committees that our directors can serve on to three, including the Audit Committee of our Board, to mitigate risks of director overcommitments; • Our executive officers and members of our Board are prohibited from pledging or hedging our securities; We have adopted proxy access pursuant to which stockholders owning at least 3% of our common stock for at least three years may nominate the greater of up to 20% of the Board or two directors; and Stockholders holding a majority of outstanding shares have the right to amend, alter, or repeal our bylaws, or adopt new bylaws, at a duly called meeting of stockholders.
PRIMARY COMPONENTS OF 2023 EXECUTIVE COMPENSATION
| Component | Form | Objective & Explanation | Page | | Salary | Cash | • Base level compensation, rewards day-to-day performance and standard job duties • Reflects level of responsibilities and experience/ tenure | 55 | | Annual Bonus (“Bonus”) | Cash | • Earned for the achievement of annual performance objectives • 2023 performance objectives were Company Financial Metrics (75%) and Individual Goals (25%) • 20% of Individual Goals are comprised of ESG goals • Named executive officers have bonus ranges with Threshold, Target, and Maximum levels represented as percentages of base salary | 55 | | Long Term Incentive (“LTI”) | Performance-based restricted stock units (“PRSUs”) and service-based RSUs with an outperformance modifier | • PRSUs and the outperformance modifier component of service-based RSUs motivate executives to focus on sustained financial performance and longer-term value creation • Provides alignment of interests with stockholders • Performance for PRSUs are geared toward total relative stockholder return over a three-year period • Multi-year vesting periods aid in retention | 59 |
COMPANY PERFORMANCE VERSUS METRICS FOR ANNUAL BONUS PROGRAM
COMPANY PERFORMANCE VERSUS METRICS FOR ANNUAL BONUS PROGRAM Our annual bonus program features multiple metrics designed to reward performance. The financial metrics used are key indicators of the executive team’s effectiveness at leading the Company in the management of our properties (Same Property Net Operating Income or “SP NOI” or “Same Property NOI”) and our overall business (Nareit Funds From Operations or “Nareit FFO”). The diagram below illustrates the achievement level of performance for our 2023 annual bonus plan (“Annual Bonus Plan”).
EXECUTIVE COMPENSATION PHILOSOPHY
| WHAT WE DO NOT DO: | | | | Offer excessive perquisites or special health and welfare plans to executives | | | Guarantee salary / bonus increases | | | Allow hedging or pledging of Company stock | | | Have single trigger cash severance payments in the event of a change-in-control | | | Provide excise tax gross-ups | | | Encourage unreasonable risk-taking through compensation |
Role of the Compensation Consultant
Role of the Compensation Consultant Pay Governance serves as the Compensation Committee’s independent, third-party compensation consultant to provide advice on a range of compensation matters. Pay Governance reports directly to the Compensation Committee and does not provide services to the Company’s management that are not under the Compensation Committee’s purview. Representatives of Pay Governance have attended meetings of the Compensation Committee and will continue to do so upon request. Prior to retaining Pay Governance, the Compensation Committee considered all factors relevant to Pay Governance’s independence from management, as required by the Compensation Committee’s charter.
Use of Comparative Market Data
Use of Comparative Market Data The total potential compensation for each of our named executive officers is established based on the scope of his or her individual responsibilities and contributions to our performance, taking into account competitive market compensation paid for similar positions. Our Compensation Committee determines appropriate levels of total compensation for our named executive officers by applying their individual understanding, experiences, and judgments of the national marketplace of senior level real estate positions and related industry pay in both public and private companies that may compete for our executives, while also considering the relative importance of various positions at the Company given our business plan and organization compared with the business plans and organizations of our major competitors. The Compensation Committee also consults with its independent compensation consultant and considers compensation surveys prepared by FPL Associates for Nareit to confirm its assessment of appropriate market compensation for our named executive officers. The latest FPL Associates survey contains information reported for each position by 116 U.S. equity focused real estate investment trusts (“REITs”), including 21 retail-focused REITs. An individual compensation package is then created for each named executive officer using a combination of base salary, annual cash bonus, and long-term equity incentives to provide the appropriate level of potential total annual compensation and the right balance of fixed versus at-risk compensation. Actual compensation of our named executive officers may be higher or lower than the compensation for executives in similar positions at comparable companies based on the performance, skills, experience, and the specific role of the named executive officer in the organization.
Summary of 2023 Changes
Summary of 2023 Changes In setting 2023 compensation in February 2023, the Compensation Committee did not make any changes in base salaries, annual bonus payout percentages or LTI target grants for the named executive officers compared to 2022. In September 2023, Ms. Aman was promoted to the additional position of President and Mr. Finnegan was promoted to the position of Senior Executive Vice President and Chief Operating Officer. In connection with these promotions, the Compensation Committee increased Ms. Aman’s and Mr. Finnegan’s (i) annual base salaries to $650,000 and $625,000, respectively, effective as of October 1, 2023 and (ii) LTI target grants to $1,800,000 and $1,750,000, respectively, effective in 2024. Ms. Aman resigned as the Company’s President, Chief Financial Officer and Treasurer, effective January 19, 2024, concurrent with her appointment as chief executive officer of an office REIT. Mr. Gallagher assumed the role of the Company’s interim Chief Financial Officer effective January 19, 2024. Because Mr. Gallagher was not a named executive officer in fiscal 2023, his compensation is not presented in this proxy statement.
Annual Bonus Plan
Annual Bonus Plan In order to motivate our named executive officers to achieve near-term performance goals by linking a significant portion of their cash compensation to realized performance, each named executive officer is eligible for annual cash incentive awards under the Annual Bonus Plan based on the achievement of corporate metric targets (75% of the bonus) and individual qualitative goals (25% of the bonus, 20% of which are individual ESG goals), each set at the beginning of the fiscal year, with the threshold, target, and maximum payout amounts based on a percentage of the named executive officer’s base salary. The named executive officers’ threshold, target, and maximum payout amounts were as follows:
Annual Bonus Plan
| Name | Threshold | Target | Maximum | | James M. Taylor Jr. | 131.25% | 175% | 225% | | Brian T. Finnegan | 75% | 100% | 150% | | Mark T. Horgan | 75% | 100% | 150% | | Steven F. Siegel | 75% | 100% | 125% | | Angela M. Aman | 75% | 100% | 150% |
Annual Bonus Plan
In February 2023, the Compensation Committee determined that the two corporate metrics under the 2023 Annual Bonus Plan (75% of the bonus) would be SP NOI growth and Nareit FFO per share. SP NOI growth is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed new development properties that have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents, and other revenues) less direct property operating expenses (operating costs and real estate taxes). SP NOI excludes lease termination fees, straight-line rental income, net, accretion of below-market leases, net of amortization of above-market leases and tenant inducements, straight-line ground rent expense, net, income or expense associated with the captive insurance company, depreciation and amortization, impairment of real estate assets, general and administrative expense, and other income and expense (including interest expense and gain on sale of real estate assets). Nareit FFO per share is defined as net income (loss), calculated in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect Nareit FFO on the same basis. In addition, when setting the metrics for Nareit FFO per share achievement under the 2023 Annual Bonus Plan, the Compensation Committee provided that maximum, target, and threshold performance levels approved in 2023 for Nareit FFO were to be adjusted to exclude litigation and other non-routine legal expenses, and loss on debt extinguishment of debt, net. For 2023, no adjustments to Nareit FFO were made for these expenses, as maximum performance was achieved notwithstanding these items. The following table shows the weighting assigned to each of the named executive officers for each fiscal 2023 Annual Bonus Plan performance metric.
Annual Bonus Plan
| Name | SP NOI | Nareit FFO | Individual Goals* | | James M. Taylor Jr. | 37.5% | 37.5% | 25% | | Brian T. Finnegan | 37.5% | 37.5% | 25% | | Mark T. Horgan | 37.5% | 37.5% | 25% | | Steven F. Siegel | 37.5% | 37.5% | 25% | | Angela M. Aman | 37.5% | 37.5% | 25% |
Annual Bonus Plan
* 20% of Individual goals are comprised of individual ESG goals. The table below sets forth the original threshold, target, and maximum corporate metrics established by the Compensation Committee in February 2023 for the 2023 Annual Bonus Plan:
Annual Bonus Plan
| Metric | 2023 Threshold | 2023 Target | 2023 Maximum | | SP NOI Growth | 1.75% | 2.75% | 3.75% | | Nareit FFO per share | $1.96 | $1.99 | $2.03 |
Individual Qualitative Accomplishments
| Name | 2023 Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Potential | Actual 2023 Annual Bonus | Combined Achievement Factor as a Percentage of Target(1) | | James M. Taylor Jr. | $1,100,000 | 175% | $1,925,000 | $2,433,750 | 126% | | Brian T. Finnegan | $575,000 | 100% | $575,000 | $874,063 | 152% | | Mark T. Horgan | $575,000 | 100% | $575,000 | $826,563 | 143% | | Steven F. Siegel | $475,000 | 100% | $475,000 | $590,782 | 124% | | Angela M. Aman | $600,000 | 100% | $600,000 | $895,935 | 149% |
Individual Qualitative Accomplishments
(1) Combined Achievement Factor as a Percentage of Target is calculated by dividing the Actual 2023 Annual Bonus by the Target Bonus Potential. With respect to each of Ms. Aman and Mr. Finnegan, 2023 Base Salary and Target Bonus Potential are presented without giving effect to salary increases that occurred in October 2023 in connection with their respective promotions; however, their Actual 2023 Annual Bonus was pro-rated based on the effective date of their salary increases, and, accordingly, Combined Achievement Factor as a Percentage of Target reflects Actual 2023 Annual Bonus paid in relation to Target Bonus Potential without giving effect to said salary increases.
Long-Term Equity Compensation
Long-Term Equity Compensation The Company grants long-term incentive awards to align the Company’s executives with stockholder interests, support long-term value creation, and promote the retention and stability of our executive management team. Under the current executive long-term incentive program, 60% of total equity awards received by the named executive officers are in the form of PRSUs with a three-year performance measurement period commencing at the beginning of the calendar year of grant (the “Performance Period”), based on relative total stockholder return (“TSR”) over such period. Performance over the Performance Period will be measured by the Compensation Committee after the completion of the Performance Period (the “Measurement Date”). Of the PRSUs that are earned, 50% will vest on the Measurement Date and 25% will vest on January 1 of each of the next two succeeding years. The total number of PRSUs that can be earned is between 0% (for below threshold performance) and 200% (for maximum performance) of the target level, based on the Company’s TSR performance compared to the constituent companies in the FTSE Nareit Equity Shopping Centers Index. If the Company’s TSR during the measurement period is negative, the maximum number of PRSUs that may be earned (notwithstanding relative TSR achievement above the target level) is limited to the target level. The threshold, target, above target, and maximum performance levels of relative TSR (measured on a compounded annual basis over the measurement period) are as follows:
Long-Term Equity Compensation
| Level of Achievement | Relative TSR Achieved | Percentage of Award Earned | | Below Threshold | Below the 37.5th percentile | 0% | | Threshold | 37.5th percentile | 50% | | Target | 50th percentile | 100% | | Above Target | 62.5th percentile | 150% | | Maximum | 75th percentile | 200% |
Long-Term Equity Compensation
To encourage retention, the remaining 40% of total equity awards received by the named executive officers are granted in the form of service-based restricted stock units (“Service RSUs”) that vest in three equal annual installments beginning on January 1 of the succeeding year. In order to incentivize and reward superior performance, the Service RSUs have an attached outperformance modifier, referred to as Outperformance RSUs that can increase the original Service RSU award based on the Company’s financial and operational outperformance over a specified measurement period. The number of Outperformance RSUs that may be earned is between 0.00 and 2.00 times the number of Service RSUs initially granted, based on the achievement of specified SP NOI and Nareit FFO per share growth hurdles; provided, however, commencing with the awards granted in 2024, in no event shall the number of Outperformance RSUs earned exceed 1.00 times the number of Service RSUs if the number of PRSUs earned during the measurement period did not equal or exceed target level. The Outperformance RSUs are assessed based on a three-year performance measurement period commencing in the calendar year of grant (i.e., the same measurement period as the PRSUs granted in that year). To the extent earned and granted, 50% of the Outperformance RSUs will vest on the Measurement Date and 25% will vest on January 1 of each of the next two succeeding years. In 2023, the Compensation Committee determined to grant the named executive officers the number of PRSUs and Service RSUs detailed below.
Long-Term Equity Compensation
| Named Executive Officer | Target PRSUs | Service RSUs | | James M. Taylor Jr. | 101,436 | 67,625 | | Brian T. Finnegan | 32,967 | 21,978 | | Mark T. Horgan | 32,967 | 21,978 | | Steven F. Siegel | 22,822 | 15,216 | | Angela M. Aman | 40,574 | 27,050 |
Long-Term Equity Compensation
Any Outperformance RSUs earned with respect to the 2023 Service RSUs will be earned and granted following the end of the measurement period on December 31, 2025, as described above.
Forfeiture of PRSUs and Outperformance RSUs
Forfeiture of PRSUs and Outperformance RSUs In general, PRSUs are forfeited and Outperformance RSUs are not granted to the extent the applicable performance criteria are not achieved as of the end of the Performance Period or as of any termination of employment. Upon a qualifying termination (as defined in the award agreements), a portion of the PRSUs and Outperformance RSUs will be eligible to become earned in the case of PRSUs or earned and granted in the case of Outperformance RSUs, and vested, based on actual performance through the date of termination or good reason resignation and subject to proration based on the number of days during the applicable Performance Period that the executive was employed. The foregoing will also be applicable with respect to the PRSUs upon the executive’s retirement (as defined in the award agreements). Upon a change in control during any Performance Period, a portion of the PRSUs will become earned or Outperformance RSUs will be earned and granted based on actual performance through the date of the change in control. In addition, unvested Service RSUs are forfeited upon a voluntary termination of employment; however, upon a qualifying termination, all unvested Service RSUs will automatically and immediately vest as of the date of such qualifying termination.
Dividend Equivalents
Dividend Equivalents Dividend equivalents will be paid currently on unvested Service RSUs. Dividend equivalents will accrue and be paid only on fully vested PRSUs at the time of vesting. Dividend equivalents will only be paid on Outperformance RSUs from and after the date they are fully vested.
2021 Outperformance RSU Awards Performance Determination
2021 Outperformance RSU Awards Performance Determination The Performance Period for the 2021 Outperformance RSU awards began on January 1, 2021 and ended on December 31, 2023. The performance criteria was based on the achievement of specified SP NOI and Nareit FFO per share growth hurdles, which were considered at the time of grant not probable of being achieved. With respect to the SP NOI growth rate metric, for the three year period ended December 31, 2023, the Company achieved a compounded growth rate of 6.3%, which was above the maximum level of 4%, and thus awards were earned at the maximum level. With respect to the Nareit FFO per share growth metric, for the three year period ended December 31, 2023, the Company achieved a compounded growth rate of 6.9%, which was above the maximum level of 6%, and thus awards were earned at the maximum level. Of the OPRSUs that were earned, 50% vested on January 31, 2024, 25% will vest on January 1, 2025 and 25% will vest on January 1, 2026.
Severance Benefits
Severance Benefits The Board believes that severance arrangements are necessary to attract and retain the talent required for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements.
Annual Bonus
Annual Bonus In February 2024, the Compensation Committee increased Mr. Gallagher’s threshold, target and maximum payouts from 45%, 60% and 70% to 52.5%, 70% and 80%, respectively. The Compensation Committee did not make any other changes to bonus ranges or the structure of the Annual Bonus Program.
Equity-Based Awards
Equity-Based Awards The Compensation Committee did not make any material changes to the allocation of LTI awards between service-based vesting and performance-based vesting awards or to the performance metrics used, including for the outperformance modifier of service-based awards. In January 2024, the Compensation Committee determined to grant the named executive officers for 2024 (other than Ms. Aman), the following number of PRSUs (at target level) and Service RSUs (each of which are subject to the outperformance modifier), respectively: 106,951 and 71,302 for Mr. Taylor, 46,791 and 31,194 for Mr. Finnegan, 34,759 and 23,173 for Mr. Horgan, 24,063 and 16,043 for Mr. Siegel and 8,020 and 5,348 for Mr. Gallagher. Mr. Gallagher also received an additional grant of 8,912 Service RSUs in connection with his appointment as interim Chief Financial Officer which are not subject to an outperformance modifier.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table provides summary information concerning the compensation paid or accrued by us to or on behalf of our named executive officers for 2023, 2022, and 2021 for services rendered to us during those fiscal years.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | James M. Taylor Jr. Chief Executive Officer, President and Director | 2023 | 1,100,000 | — | 4,401,670 | — | 2,433,750 | — | 36,114 | 7,971,534 | | | 2022 | 1,088,077 | — | 4,724,860 | — | 2,442,254 | — | 33,401 | 8,288,592 | | | 2021 | 994,039 | — | 5,114,953 | — | 2,219,306 | — | 31,661 | 8,359,959 | | Brian T. Finnegan Executive Vice President, Chief Revenue Officer | 2023 | 585,577 | — | 1,430,548 | — | 874,063 | — | 36,114 | 2,926,302 | | | 2022 | 569,039 | — | 1,535,553 | — | 837,855 | — | 33,401 | 2,975,848 | | | 2021 | 522,019 | — | 1,285,368 | — | 642,548 | — | 42,461 | 2,492,396 | | Mark T. Horgan Executive Vice President, Chief Investment Officer | 2023 | 575,000 | — | 1,430,548 | — | 826,563 | — | 36,114 | 2,868,225 | | | 2022 | 569,039 | — | 1,535,553 | — | 827,164 | — | 33,401 | 2,965,157 | | | 2021 | 525,000 | — | 1,375,673 | — | 656,251 | — | 31,661 | 2,588,585 | | Steven F. Siegel Executive Vice President, General Counsel and Secretary | 2023 | 475,000 | — | 990,354 | — | 590,782 | — | 27,324 | 2,083,460 | | | 2022 | 472,019 | — | 1,063,067 | — | 572,907 | — | 24,977 | 2,132,970 | | | 2021 | 450,000 | — | 1,147,281 | — | 382,500 | — | 23,641 | 2,003,422 | | Angela M. Aman President, Chief Financial Officer and Treasurer | 2023 | 610,577 | — | 1,760,657 | — | 895,935 | — | 27,190 | 3,294,359 | | | 2022 | 594,039 | — | 1,889,915 | — | 886,187 | — | 25,163 | 3,395,304 | | | 2021 | 550,000 | — | 1,455,339 | — | 812,941 | — | 23,917 | 2,842,197 |
SUMMARY COMPENSATION TABLE
(1) Amounts reported in fiscal 2023 include the aggregate grant date fair value of the PRSUs and Service RSUs (including the attached Outperformance RSU modifier) granted to the named executive officer in 2023, each calculated in accordance with FASB ASC Topic 718. For PRSUs, the grant date fair value calculation in the table above is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as certain other assumptions. For Service RSUs, the grant date fair value calculation in the table above is based on the grant date stock price. More information on methodologies utilized for calculating the grant date fair value of the PRSUs and Service RSUs is found in Note 12 (Stock Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. Assuming the maximum level of performance is achieved with respect to the Outperformance RSUs, the aggregate grant date fair value of the PRSUs, Service RSUs, and Outperformance RSUs granted to each named executive officer would be as follows: $7,601,685 for Mr. Taylor; $2,470,547 for Mr. Finnegan; $2,470,547 for Mr. Horgan; $1,710,375 for Mr. Siegel and $3,040,663 for Ms. Aman. (2) Amounts reported in fiscal 2023 reflect cash incentive awards earned by our named executive officers under the Annual Bonus Plan. These awards were based on pre-established, performance-based corporate financial metrics (75%) and individual goals (25%), the outcome of which was uncertain at the time the targets were established, and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual Bonus Plan payments is described above under “—Compensation Discussion and Analysis—Compensation Elements—Annual Bonus Plan Compensation.” We have no pension benefits, nonqualified defined contribution, or other nonqualified deferred compensation plans for executive officers. All Other Compensation for 2023 for each named executive officer includes the following:
SUMMARY COMPENSATION TABLE
| Name | Insurance Costs ($)(a) | Company Contribution to Defined Contribution Plans ($)(b) | Total ($) | | James M. Taylor Jr. | 26,214 | 9,900 | 36,114 | | Brian T. Finnegan | 26,214 | 9,900 | 36,114 | | Mark T. Horgan | 26,214 | 9,900 | 36,114 | | Steven F. Siegel | 17,424 | 9,900 | 27,324 | | Angela M. Aman | 17,290 | 9,900 | 27,190 |
SUMMARY COMPENSATION TABLE
(a) Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums. (b) Represents the employer’s 401(k) plan matching contributions.
FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides supplemental information relating to grants of plan-based awards in fiscal 2023 to help explain information provided above in our Summary Compensation Table.
FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Grant Date | Award Type | Estimated Future Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James M. Taylor Jr. | — | Cash Incentive | 1,443,750 | 1,925,000 | 2,475,000 | — | — | — | — | — | | | 02/01/2023(2) | PRSUs | — | — | — | 50,717 | 101,436 | 202,872 | — | 2,801,662 | | | 02/01/2023(3) | Service RSUs | — | — | — | 67,625 | 67,625 | 202,875 | — | 1,600,008 | | Brian T. Finnegan | — | Cash Incentive | 431,250 | 575,000 | 862,500 | — | — | — | — | — | | | 02/01/2023(2) | PRSUs | — | — | — | 16,483 | 32,967 | 65,934 | — | 910,549 | | | 02/01/2023(3) | Service RSUs | — | — | — | 21,978 | 21,978 | 65,934 | — | 519,999 | | Mark T. Horgan | — | Cash Incentive | 431,250 | 575,000 | 862,500 | — | — | — | — | — | | | 02/01/2023(2) | PRSUs | — | — | — | 16,483 | 32,967 | 65,934 | — | 910,549 | | | 02/01/2023(3) | Service RSUs | — | — | — | 21,978 | 21,978 | 65,934 | — | 519,999 | | Steven F. Siegel | — | Cash Incentive | 356,250 | 475,000 | 593,750 | — | — | — | — | — | | | 02/01/2023(2) | PRSUs | — | — | — | 11,411 | 22,822 | 45,644 | — | 630,344 | | | 02/01/2023(3) | Service RSUs | — | — | — | 15,216 | 15,216 | 45,648 | — | 360,011 | | Angela M. Aman | — | Cash Incentive | 450,000 | 600,000 | 900,000 | — | — | — | — | — | | | 02/01/2023(2) | PRSUs | — | — | — | 20,287 | 40,574 | 81,148 | — | 1,120,654 | | | 02/01/2023(3) | Service RSUs | — | — | — | 27,050 | 27,050 | 81,150 | — | 640,003 |
FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE
(1) Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. Amounts are based on individual bonus ranges as a percentage of base salary for each executive. With respect to each of Ms. Aman and Mr. Finnegan, threshold, target, and maximum amounts presented are based on salaries that were in effect prior to increases that became effective in October 2023 in connection with their promotions. The actual amounts paid to each named executive officer during 2023 are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the accompanying footnote. (2) Reflects PRSUs granted during 2023. Amounts in the “Threshold” and “Target” columns reflect Service RSUs granted during 2023. Amounts in the “Maximum” column reflect the aggregate of the Service RSUs and Outperformance RSUs that may be granted with respect to each RSU award, assuming maximum outperformance based on SP NOI and Nareit FFO per share growth between January 1, 2023 and December 30, 2025. Assuming maximum outperformance on the relevant outperformance metrics, Messrs. Taylor, Finnegan, Horgan and Siegel and Ms. Aman will be entitled to be granted up to 135,250, 43,956, 43,956, 30,432 and 54,100, respectively, of Outperformance RSUs (which results in a maximum grant of 202,875, 65,934, 65,934, 45,648 and 81,150, respectively, total shares eligible to be received upon vesting assuming maximum performance with respect to the Outperformance RSUs and the underlying service based RSUs). For more information see “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation.” Represents the grant date fair value (at target level) granted during 2023 calculated in accordance with FASB ASC Topic 718 and as described in footnote 1 to the “Summary Compensation Table.”
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE The principal terms of the employment agreements of each of our named executive officers are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table provides information regarding outstanding awards made to our named executive officers as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | James M. Taylor Jr. | 37,239(2) | 866,552 | 207,456(8) | 4,827,501 | | | — | — | 223,434(9) | 5,199,309 | | | 42,446(3) | 987,718 | 143,254(10) | 3,333,521 | | | — | — | 31,832(11) | 740,731 | | | 67,625(4) | 1,573,634 | 101,436(12) | 2,360,416 | | | — | — | 33,811(13) | 786,782 | | | 51,488(5) | 1,198,126 | — | — | | | 91,648(6) | 2,132,649 | — | — | | | 7,638(7) | 177,736 | — | — | | Brian T. Finnegan | 9,358(2) | 217,761 | 52,132(8) | 1,213,112 | | | — | — | 56,148(9) | 1,306,564 | | | 13,796(3) | 321,033 | 46,557(10) | 1,083,381 | | | — | — | 10,344(11) | 240,705 | | | 21,978(4) | 511,428 | 32,967(12) | 767,142 | | | — | — | 10,987(13) | 255,667 | | | 17,162(5) | 399,360 | — | — | | | 30,548(6) | 710,852 | — | — | | | 2,546(7) | 59,245 | — | — | | Mark T. Horgan | 10,016(2) | 233,072 | 55,794(8) | 1,298,326 | | | — | — | 60,094(9) | 1,398,387 | | | 13,796(3) | 321,033 | 46,557(10) | 1,083,381 | | | — | — | 10,344(11) | 240,705 | | | 21,978(4) | 511,428 | 32,967(12) | 767,142 | | | — | — | 10,987(13) | 255,667 | | | 18,020(5) | 419,325 | — | — | | | 32,076(6) | 746,409 | — | — | | | 2,672(7) | 62,177 | — | — | | Steven F. Siegel | 8,353(2) | 194,374 | 46,531(8) | 1,082,776 | | | — | — | 50,116(9) | 1,166,199 | | | 9,552(3) | 222,275 | 32,230(10) | 749,992 | | | — | — | 7,160(11) | 166,613 | | | 15,216(4) | 354,076 | 22,822(12) | 531,068 | | | — | — | 7,608(13) | 177,038 | | | 14,160(5) | 329,503 | — | — | | | 26,732(6) | 622,053 | — | — | | | 2,228(7) | 51,846 | — | — |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Angela M. Aman | 10,596(2) | 246,569 | 59,024(8) | 1,373,488 | | | — | — | 63,574(9) | 1,479,367 | | | 16,980(3) | 395,125 | 57,300(10) | 1,333,371 | | | — | — | 12,734(11) | 296,320 | | | 27,050(4) | 629,454 | 40,574(12) | 944,157 | | | — | — | 13,523(13) | 314,680 | | | 18,880(5) | 439,338 | — | — | | | 33,604(6) | 781,965 | — | — | | | 2,800(7) | 65,156 | — | — |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END
Amounts reported are based on the closing market price of our common stock on December 31, 2023. (2) Reflects Service RSUs granted in 2021, which vested on January 1, 2024. (3) Reflects Service RSUs granted in 2022, 50% of which vested on January 1, 2024 and 50% of which will vest on January 1, 2025. (4) Reflects Service RSUs granted in 2023, 33% of which vested on January 1, 2024, and 33% of which will vest on January 1, 2025 and 33% of which will vest on January 1, 2026. (5) Reflects RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2021, which vested on January 1, 2024. (6) Reflects RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2022, 50% of which vested on January 1, 2024 and the remaining 50% of which will vest on January 1, 2025. (7) Reflects Outperformance RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2022, 50% of which vested on January 1, 2024 and the remaining 50% of which will vest on January 1, 2025. (8) Reflects PRSUs that have been earned between target and above target levels with respect to the three-year performance period ended December 31, 2023, 50% of which vested on January 31, 2024, 25% of which will vest on January 1, 2025 and 25% of which will vest on January 1, 2026. (9) Reflects Outperformance RSUs that have been earned at maximum level with respect to the three-year performance period ended December 31, 2023, 50% of which vested on January 31, 2024, 25% of which will vest on January 1, 2025 and 25% of which will vest on January 1, 2026. (10) As results to date indicate performance between target and above target levels, reflects PRSUs at above target level with respect to the performance period beginning on January 1, 2022 and ending on December 31, 2024. As more fully described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” PRSUs will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2024, 25% will vest on January 1, 2026, and 25% will vest on January 1, 2027. (11) As results to date indicate performance at threshold level, reflects Outperformance RSUs at threshold level eligible to be granted in 2025 with respect to the performance period beginning on January 1, 2022 and ending on December 31, 2024. As more fully described above under “—Compensation Discussion and Analysis— Compensation Elements—Long-Term Equity Compensation”, Outperformance RSUs may be earned and granted based on achievement of SP NOI and Nareit FFO per share growth during the performance period. To the extent granted, 50% of Outperformance RSUs will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the performance period after December 31, 2024, 25% will vest on January 1, 2026, and 25% will vest on January 1, 2027. (12) As results to date indicate performance between threshold and target levels, reflects PRSUs at target level with respect to the performance period beginning on January 1, 2023 and ending on December 31, 2025. As more fully described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” PRSUs will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2025, 25% will vest on January 1, 2027, and 25% will vest on January 1, 2028. As results to date indicate performance below threshold levels, reflects Outperformance RSUs at threshold level eligible to be granted in 2026 with respect to the performance period beginning on January 1, 2023 and ending on December 31, 2025. As more fully described above under “—Compensation Discussion and Analysis— Compensation Elements—Long-Term Equity Compensation”, Outperformance RSUs may be granted based on achievement of SP NOI and Nareit FFO per share growth during the performance period. To the extent granted, 50% of Outperformance RSUs will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the performance period after December 31, 2025, 25% will vest on January 1, 2027, and 25% will vest on January 1, 2028.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 The following table provides information regarding the amounts received by our named executive officers upon the vesting of stock or similar instruments during our most recent fiscal year. We do not have any outstanding options.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Received on Vesting ($)(1)(2) | | James M. Taylor Jr. | 286,492 | 6,593,068 | | Brian T. Finnegan | 86,574 | 1,995,397 | | Mark T. Horgan | 95,776 | 2,205,645 | | Steven F. Siegel | 77,827 | 1,793,004 | | Angela M. Aman | 100,798 | 2,321,121 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023
(1) Reflects the vesting of (i) Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2020 (“RSU 1”), (ii) Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2021 (“RSU 2”), (iii) Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2022 (“RSU 3”), (iv) PRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2018 and ending on December 31, 2020 (“RSU 4”), (v) PRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2019 and ending on December 31, 2021 (“RSU 5”), (vi) PRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2020 and ending on December 31, 2022 (“RSU 6”) and (vii) OPRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2020 and ending on December 31, 2022 (“RSU 7”), in each case, as further described below. The terms of the RSUs are described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation.” Value received on vesting is based on the closing price of our common stock on the applicable vesting date.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023
| Name | Award | Number of Vested Shares of Brixmor Property Group Inc. Common Stock (#) | Vesting Date | Value Received on Vesting ($) | | James M. Taylor Jr. | RSU 1 | 20,367 | 1/1/2023 | 461,720 | | | RSU 2 | 37,239 | 1/1/2023 | 844,208 | | | RSU 3 | 21,223 | 1/1/2023 | 481,125 | | | RSU 4 | 56,890 | 1/1/2023 | 1,289,696 | | | RSU 5 | 51,456 | 1/1/2023 | 1,167,188 | | | RSU 6 | 91,650 | 2/1/2023 | 2,168,439 | | | RSU 7 | 7,637 | 2/1/2023 | 180,691 | | Brian T. Finnegan | RSU 1 | 6,789 | 1/1/2023 | 153,907 | | | RSU 2 | 9,358 | 1/1/2023 | 212,146 | | | RSU 3 | 6,896 | 1/1/2023 | 156,332 | | | RSU 4 | 13,274 | 1/1/2023 | 300,922 | | | RSU 5 | 17,162 | 1/1/2023 | 389,063 | | | RSU 6 | 30,550 | 2/1/2023 | 722,813 | | | RSU 7 | 2,545 | 2/1/2023 | 60,215 | | Mark T. Horgan | RSU 1 | 7,129 | 1/1/2023 | 161,614 | | | RSU 2 | 10,016 | 1/1/2023 | 227,063 | | | RSU 3 | 6,896 | 1/1/2023 | 156,332 | | | RSU 4 | 18,964 | 1/1/2023 | 429,914 | | | RSU 5 | 18,020 | 1/1/2023 | 408,513 | | | RSU 6 | 32,078 | 2/1/2023 | 758,965 | | | RSU 7 | 2,673 | 2/1/2023 | 63,243 | | Steven F. Siegel | RSU 1 | 5,941 | 1/1/2023 | 139,682 | | | RSU 2 | 8,353 | 1/1/2023 | 189,363 | | | RSU 3 | 4,774 | 1/1/2023 | 108,227 | | | RSU 4 | 15,646 | 1/1/2023 | 354,695 | | | RSU 5 | 14,158 | 1/1/2023 | 320,962 | | | RSU 6 | 26,728 | 2/1/2023 | 632,384 | | | RSU 7 | 2,227 | 2/1/2023 | 52,691 | | Angela M. Aman | RSU 1 | 7,468 | 1/1/2023 | 169,300 | | | RSU 2 | 10,596 | 1/1/2023 | 240,211 | | | RSU 3 | 8,488 | 1/1/2023 | 192,423 | | | RSU 4 | 18,964 | 1/1/2023 | 429,914 | | | RSU 5 | 18,878 | 1/1/2023 | 427,964 | | | RSU 6 | 33,604 | 2/1/2023 | 795,071 | | | RSU 7 | 2,800 | 2/1/2023 | 66,248 |
PENSION BENEFITS FOR FISCAL 2023
PENSION BENEFITS FOR FISCAL 2023 We have no pension benefits for our executive officers.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023 We have no nonqualified defined contribution or other nonqualified compensation plans for our executive officers.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table describes the potential payments and benefits that would have been payable to our current named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change in control (“CIC”) occurred, in each case, on December 31, 2023, the last business day of the 2023 fiscal year. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the named executive officers. These include distributions of plan balances under our 401(k) savings plan and similar items. With respect to each of Ms. Aman and Mr. Finnegan, the amounts shown in the table are calculated without giving effect to the salary increases effective October 2023 in connection with their respective promotions.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Cash Incentive ($)(1) | Continuation of Health Benefits ($)(2) | Value of Accelerated Equity ($)(3)(4) | Total ($) | | James M. Taylor Jr. | | | | | | Qualifying Termination, no CIC(5) | 9,336,560 | 44,544 | 20,728,055 | 30,109,159 | | Qualifying Termination, CIC(5) | 9,336,560 | 44,544 | 24,184,674 | 33,565,778 | | CIC without Termination | — | — | 24,184,674 | 24,184,674 | | Qualifying Retirement(6) | — | — | — | — | | Death or Disability | 1,925,000 | — | 20,728,055 | 22,653,055 | | Brian T. Finnegan | | | | | | Qualifying Termination, no CIC(5) | 3,205,403 | 29,696 | 5,962,821 | 9,197,920 | | Qualifying Termination, CIC(5) | 3,205,403 | 29,696 | 7,086,250 | 10,321,349 | | CIC without Termination | — | — | 7,086,250 | 7,086,250 | | Qualifying Retirement(6) | — | — | — | — | | Death or Disability | 575,000 | — | 5,962,821 | 6,537,821 | | Mark T. Horgan | | | | | | Qualifying Termination, no CIC(5) | 3,208,415 | 44,544 | 6,213,625 | 9,466,584 | | Qualifying Termination, CIC(5) | 3,208,415 | 44,544 | 7,337,054 | 10,590,013 | | CIC without Termination | — | — | 7,337,054 | 7,337,054 | | Qualifying Retirement(6) | — | — | — | — | | Death or Disability | 575,000 | — | 6,213,625 | 6,788,625 | | Steven F. Siegel | | | | | | Qualifying Termination, no CIC(5) | 2,380,407 | 23,637 | 4,870,062 | 7,274,106 | | Qualifying Termination, CIC(5) | 2,380,407 | 23,637 | 5,647,815 | 8,051,859 | | CIC without Termination | — | — | 5,647,815 | 5,647,815 | | Qualifying Retirement(6) | — | — | 4,700,028 | 4,700,028 | | Death or Disability | 475,000 | — | 4,870,062 | 5,345,062 | | Angela M. Aman | | | | | | Qualifying Termination, no CIC(5) | 3,499,128 | 28,686 | 6,916,356 | 10,444,170 | | Qualifying Termination, CIC(5) | 3,499,128 | 28,686 | 8,298,990 | 11,826,804 | | CIC without Termination | — | — | 8,298,990 | 8,298,990 | | Qualifying Retirement(6) | — | — | — | — | | Death or Disability | 600,000 | — | 6,916,356 | 7,516,356 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Under their employment agreements, each of Messrs. Taylor, Finnegan, Horgan and Siegel and Ms. Aman is entitled to receive a cash severance amount that consists of an annual bonus in an amount equal to his or her target bonus, prorated based on the number of days during the fiscal year that such executive was employed prior to the termination date, plus in the case of a Qualifying Termination, an amount equal to the sum of (x) 250% of base salary for Mr. Taylor or 200% of base salary for the other named executive officers, and (y) the sum of such executive’s annual bonuses payable (if any) in respect of the two fiscal years immediately prior to the termination date. The named executive officers receive no cash severance in the case of a change in control without termination. Reflects the cost of providing the executive officer with a continuation of medical, dental, and vision insurance under COBRA for a period of twelve months (for Messrs. Finnegan and Siegel) or eighteen months (for Messrs. Taylor and Horgan and Ms. Aman) following the date of termination. (3) If a named executive officer were terminated as a result of a Qualifying Termination or a CIC, or in the event of the named executive officer’s death or Disability (as that term is defined in the Company’s 2022 Omnibus Incentive Plan), such individual would receive all of the Service RSUs and a portion of the PRSUs granted in 2019, 2020, 2021, 2022 and 2023. If a named executive officer were terminated as a result of a Qualifying Termination or a CIC, or in the event of the named executive officer’s death or Disability (as that term is defined in the Company’s 2022 Omnibus Incentive Plan), such individual would receive all of the Service RSUs and a portion of the PRSUs granted in 2023. The number of PRSUs received by such named executive officer would be determined based on actual performance through the termination date, and, in the case of a Qualifying Termination (but not in the case of a CIC), prorated for the performance period through December 31, 2023. The named executive officer would also be eligible to be granted a portion of the Outperformance RSUs with respect to the 2021 and 2022 Service RSU awards based on actual performance through the termination date and, in the case of a Qualifying Termination (but not in the case of a CIC), prorated for the performance period through December 31, 2023. In addition to the amounts reported in the table above, the named executive officer would also be entitled to receive cash in the amount of any dividend equivalents payable through December 31, 2023 on any PRSUs (which amounts are not included herein). (4) In the event of a named executive officer retirement that is a Qualifying Retirement, such individual would receive all of the Service RSUs granted in 2022 and 2023 and a portion of the PRSUs granted in 2018, 2019, 2020, and 2022 based on actual performance through the retirement date, prorated for the performance period through December 31, 2023. All unearned Outperformance RSUs and all other Service RSUs would be forfeited. (5) “Qualifying Termination” means a termination of the individual’s employment (x) by the Company without “Cause” (as that term is defined in the Company’s 2022 Omnibus Incentive Plan), or (y) if the individual’s written employment agreement with the Company (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the individual for “good reason” or in the event of a “constructive termination” (as defined in such written employment agreement). “Qualifying Retirement” means a termination of the individual’s employment without Cause, and without contemplated or actual acceptance of employment with another person, following the date on which (i) the sum of the following equals or exceeds 65 years: (A) the number of years of employment with the Company and any predecessor company, and (B) the individual’s age on the termination date, (ii) the individual has attained the age of 55 years old, and (iii) the number of years of the individual’s employment with the Company and any predecessor company is at least five. Amounts are included for persons that satisfy these conditions as of December 31, 2023.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Our non-employee directors were compensated for their services as directors in 2023, and received annual fees as follows: • $60,000 in cash, paid quarterly in arrears; • $120,000 of restricted stock (or $175,000 in the case of the Chair of the Board), which vests on the anniversary of the grant date; • $17,500 in cash fees for service on the Audit Committee (or $35,000 in cash for service as chair of the committee); • $12,500 in cash fees for service on the Nominating and Corporate Governance Committee (or $17,500 in cash for service as chair of the committee); • $12,500 in cash fees for service on the Compensation Committee (or $25,000 in cash for service as chair of the committee); and • $10,000 in cash fees for service on an ad hoc investment committee (or $15,000 in cash for service as chair of the committee). The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2023. Mr. Taylor, our Chief Executive Officer and President, did not receive any compensation for his service as a director.
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($)(a) | Equity Awards ($)(b) | Option Awards ($)(b) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John G. Schreiber | 30,536 | — | — | — | — | — | 30,536 | | Michael Berman | 91,607 | 120,000 | — | — | — | — | 211,607 | | Julie Bowerman | 77,500 | 120,000 | — | — | — | — | 197,500 | | Sheryl M. Crosland | 89,107 | 175,000 | — | — | — | — | 264,107 | | Thomas W. Dickson | 82,500 | 120,000 | — | — | — | — | 202,500 | | Daniel B. Hurwitz | 82,679 | 120,000 | — | — | — | — | 202,679 | | William D. Rahm | 97,500 | 120,000 | — | — | — | — | 217,500 | | Sandra A.J. Lawrence | 89,375 | 120,000 | — | — | — | — | 209,375 | | JP Suarez | 29,375 | 50,400 | — | — | — | — | 79,775 |
COMPENSATION OF DIRECTORS
(a) Includes annual retainer and cash fees for committee service. With respect to Mr. Schreiber, reflects a prorated amount for his time of service, including as a member of the ad hoc investment committee of the Board, through his retirement on April 26, 2023. With respect to Mr. Suarez, includes a prorated annual retainer and cash fees for committee service. In addition, Mr. Hurwitz (as chair), Ms. Crosland and Mr. Dickson are current members of the ad hoc investment committee of the Board, which considers for approval individual transactions with a value between $50,000,000 and $100,000,000. (b) Equity Awards represent the grant date fair value for the shares of restricted stock granted on April 26, 2023 calculated in accordance with FASB ASC Topic 718. With respect to Mr. Suarez, Equity Awards represent the grant date fair value for the shares of restricted stock granted on August 1, 2023 calculated in accordance with FASB ASC Topic 718.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
| > | PAY VERSUS PERFORMANCE |
PAY VERSUS PERFORMANCE TABLES
PAY VERSUS PERFORMANCE TABLES The disclosure included in this section is prescribed by SEC rules. For a detailed discussion on the design of our executive compensation program, including how we align Company pay to Company performance, see “Compensation Discussion and Analysis” beginning on page 47. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown. The following table sets forth information concerning the compensation of our Chief Executive Officer (“CEO”) and to our other named executive officers compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020.
PAY VERSUS PERFORMANCE TABLES
| | Pay vs Performance Table | | | | | | | | | Year | Summary Compensation Table Total Pay for CEO(1)(2) | CAP to CEO(3) | Average Summary Compensation Table Total Pay for other NEOs(1)(2) | Average CAP to other NEOs(3) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income(5) | Nareit FFO Per Diluted Share | | | | | | | TSR(4) | Peer Group TSR(4) | | | | 2023 | $7,971,534 | $6,290,205 | $2,793,088 | $2,342,056 | $129.33 | $117.03 | $305,087 | $2.04 | | 2022 | 8,288,592 | 12,188,182 | 2,867,320 | 3,908,786 | 120.07 | 104.46 | 354,193 | 1.95 | | 2021 | 8,359,959 | 20,628,728 | 2,481,650 | 6,116,075 | 128.91 | 119.43 | 270,187 | 1.75 | | 2020 | 5,093,326 | 2,158,553 | 1,882,520 | 915,570 | 80.45 | 72.36 | 121,173 | 1.47 |
PAY VERSUS PERFORMANCE TABLES
(1) For each year shown, the CEO was James M. Taylor, Jr. and the other NEOs were Brian T. Finnegan, Mark T. Horgan, Steven F. Siegel and Angela M. Aman. (2) The values reflected in this column represent the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 64. See the footnotes to the SCT for further detail regarding the amounts in this column. Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.
PAY VERSUS PERFORMANCE TABLES
| | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (CEO) | | | | | | | | | SCT Total Comp | Minus SCT Equity Awards | Plus Value of New Unvested Awards as of 12/31 | Plus Annual Change in Value of Prior Year Awards that Remain Unvested | Plus Change in Value of Prior Year Awards that Vest During Year | Plus Dividends on Unvested Awards/ Accrued Dividends | Equals CAP | | 2023 | $7,971,534 | $4,401,670 | $3,454,257 | $(1,597,500) | $98,294 | $765,290 | $6,290,205 | | 2022 | 8,288,592 | 4,724,860 | 4,827,817 | 3,123,784 | (28,833) | 701,683 | 12,188,182 | | 2021 | 8,359,959 | 5,114,953 | 10,805,253 | 5,970,453 | 78,508 | 529,508 | 20,628,728 | | 2020 | 5,093,326 | 2,945,001 | 3,076,057 | (3,234,097) | (101,676) | 269,943 | 2,158,553 |
PAY VERSUS PERFORMANCE TABLES
| | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (other NEOs) | | | | | | | | | SCT Total Comp | Minus SCT Equity Awards | Plus Value of New Unvested Awards as of 12/31 | Plus Annual Change in Value of Prior Year Awards that Remain Unvested | Plus Change in Value of Prior Year Awards that Vest During Year | Plus Dividends on Unvested Awards/ Accrued Dividends | Equals CAP | | 2023 | $2,793,088 | $1,403,027 | $1,101,041 | $(423,096) | $32,968 | $241,082 | $2,342,056 | | 2022 | 2,867,320 | 1,506,022 | 1,538,830 | 803,999 | (9,551) | 214,211 | 3,908,786 | | 2021 | 2,481,650 | 1,315,915 | 2,779,855 | 1,939,412 | 51,365 | 179,710 | 6,116,075 | | 2020 | 1,882,520 | 987,797 | 1,031,752 | (1,026,677) | (86,532) | 102,303 | 915,570 |
PAY VERSUS PERFORMANCE TABLES
(4) Reflects the cumulative TSR of the Company and the FTSE Nareit Equity Shopping Centers Index for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. (5) Amounts in thousands.
SEC CAP COMPARED TO REALIZED PAY
| | Realized Pay vs Compensation Actually Paid | | | | | | | | CEO SCT Total Compensation | CEO Realized Pay | CEO CAP | Average Other NEO SCT Total Compensation | Average Realized Pay for Other NEOs | Average CAP for Other NEOs | | 2023 | $7,971,534 | $10,928,222 | $6,290,205 | $2,793,088 | $3,709,937 | $2,342,056 | | 2022 | 8,288,592 | 10,999,707 | 12,188,182 | 2,867,320 | 3,654,120 | 3,908,786 | | 2021 | 8,359,959 | 7,297,358 | 20,628,728 | 2,481,650 | 2,521,634 | 6,116,075 | | 2020 | 5,093,326 | 4,778,858 | 2,158,553 | 1,882,520 | 1,755,894 | 915,570 |