DEF 14A of Urban Edge Properties
Filed Mar 22, 2024 · FY20230001140361-24-014774
TO BE HELD MAY 1, 2024
| | Page | | Employee Retirement Plan | 54 | | Deferred Compensation | 54 | | Pay Ratio Disclosure | 54 | | Pay Versus Performance Disclosure | 55 | | COMPENSATION COMMITTEE REPORT | 58 | | PROPOSAL 3 NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 59 | | PROPOSAL 4 VOTE ON THE URBAN PROPERTIES 2024 OMNIBUS SHARE PLAN | 61 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 69 | | OTHER BUSINESS | 69 | | NON-GAAP FINANCIAL MEASURES | 69 | | ADDITIONAL MATTERS | 74 | | Financial Statements | 74 | | Delivery of Proxy Materials to Households | 74 | | Delinquent Section 16(a) Reports | 74 | | SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 75 | | FORWARD LOOKING STATEMENTS | 76 |
Nominees for Election to Term Expiring 2025
Nominees for Election to Term Expiring 2025 Jeffrey S. Olson, Mary L. Baglivo, Steven H. Grapstein, Norman K. Jenkins, Kevin P. O'Shea, Catherine D. Rice, Katherine M. Sandstrom and Douglas W. Sesler have been nominated to serve on the Board until our 2025 annual meeting of shareholders and until their respective successors are duly elected and qualify. The Board has no reason to believe that any such nominees will be unable, or will decline, to serve if elected. Each Trustee nominee will be elected by the affirmative vote of a majority of the votes cast with respect to that Trustee’s election. Below is an overview of some key attributes of our eight nominees to the Board. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographies included in this Proxy Statement. The biographical descriptions below set forth certain information with respect to each nominee for election as a Trustee at the Annual Meeting. The Board has identified specific attributes of each nominee that the Board has determined qualify that person for service on the Board.
Nominees for Election to Term Expiring 2025
| Jeffrey S. Olson Chairman and Chief Executive Officer Trustee Since: 2014 Age: 56 | Jeffrey S. Olson has served as our Chairman and Chief Executive Officer since December 29, 2014 and has served as a Trustee since December 19, 2014. Mr. Olson served as chief executive officer and a member of the board of directors of Equity One, Inc. (“Equity One”) from 2006 until September 1, 2014, at which time Mr. Olson joined Vornado Realty Trust (NYSE: VNO) (“Vornado”) in order to work on the separation of the Company from Vornado. From 2006-2008, Mr. Olson also served as the president of Equity One. Prior to joining Equity One, he served as president of the Eastern and Western Regions of Kimco Realty Corporation (NYSE: KIM) from 2002 to 2006. Mr. Olson received an M.S. in Real Estate from Johns Hopkins University and a B.S. in Accounting from the University of Maryland, and was previously a certified public accountant. Mr. Olson’s qualifications to serve on our Board include his role as our Chief Executive Officer, his experience as chief executive officer and a board member of Equity One and general expertise in real estate operations, as well as his knowledge of the real estate investment trust (“REIT”) industry developed as an analyst covering many U.S. REITs. Mr. Olson currently serves as a Board Member of the National Association of Real Estate Investment Trusts (“Nareit”). |
Nominees for Election to Term Expiring 2025
| Mary L. Baglivo Trustee Trustee Since: 2022 Age: 66 | Mary L. Baglivo has served as a Trustee since September 1, 2022. Ms. Baglivo is a highly accomplished marketing and communications executive, with extensive experience in global marketing firm Chief Executive Officer roles, as well as higher education Chief Marketing Officer positions. Ms. Baglivo currently serves as the Chief Executive Officer of the Baglivo Group, a strategy consulting company. She is also currently a director at Host Hotels and Resorts (NASDAQ: HST), the largest hotel real estate investment trust, where she serves as Chair of the Culture and Compensation Committee and is a member of the Nominating, Governance and Corporate Responsibility Committee, and a director at Ollie’s Bargain Outlet Holdings, Inc. (NASDAQ: OLLI), where she also serves on the Nominating and Corporate Governance Committee. Ms. Baglivo's prior board experience includes PVH Corp. (NYSE: PVH) (Calvin Klein, Tommy Hilfiger), where she was actively engaged in the company's transformational growth via acquisitions and omni-channel innovation and Ruth’s Chris Hospitality Group (formerly, NASDAQ: RUTH) where she served as director from 2017 until its privatization in June of 2023. She is actively involved in environmental, social and governance (“ESG”) initiatives, as a member of Corporate Responsibility Committees of Host Hotels and Resorts and Ruth’s Hospitality Group. Ms. Baglivo’s qualifications to serve on our Board include her extensive leadership and marketing experience and her director roles and committee involvement in both the hospitality and retail industries. |
Nominees for Election to Term Expiring 2025
| Steven H. Grapstein Trustee Trustee Since: 2015 Age: 66 | Steven H. Grapstein has served as a Trustee since January 14, 2015. Mr. Grapstein has been Chief Executive Officer of Como Holdings USA, Inc., an international investment group, since January 1997. From September 1985 to January 1997, Mr. Grapstein was a Vice President of Como Holdings USA, Inc. Since November 2015, Mr. Grapstein has served on the Board of Directors of David Yurman, a leading fine jewelry and luxury timepiece retailer with over 360 locations worldwide. Since November 2003, Mr. Grapstein has served on the Board of Directors of Mulberry Plc, a UK listed company that wholesales and retails luxury leather goods in over 30 countries. Mr. Grapstein also held the position of Chairman of Presidio International dba A/X Armani Exchange, a fashion retail company from 1999 to June 2014. Mr. Grapstein served as Chairman of Tesoro Corporation (NYSE: TSO) from 2010 through 2014 and served on its board from 1992 through May 2015. Mr. Grapstein received a B.S. in Accounting from Brooklyn College (1979) and is a certified public accountant (1981). He is also a director of several privately held hotel and real estate entities. Mr. Grapstein’s qualifications to serve on our Board include his broad experience in the real estate and retail sectors across a variety of companies, as well as the knowledge of board responsibilities and mechanics he brings from his experience as a former Chairman of a Fortune 100 public company and service on multiple board committees. |
Nominees for Election to Term Expiring 2025
| Norman K. Jenkins Trustee Trustee Since: 2021 Age: 61 | Norman K. Jenkins has served as a Trustee since November 22, 2021. Mr. Jenkins brings over 25 years of real estate and executive leadership experience. In 2009, he founded Capstone Development, LLC, a real estate company focused on the acquisition and development of institutional-quality lodging assets affiliated with top-tier national lodging brands, where he currently serves as President, Chief Executive Officer and Managing Partner. Prior to that, Mr. Jenkins spent 16 years with Marriot International, Inc. (NASDAQ: MAR), serving in several leadership positions before being named Senior Vice President of North American Lodging Development. Mr. Jenkins was the architect of Marriott’s industry-leading Diversity Ownership Initiative which was responsible for doubling the number of diverse-owned Marriott hotels over a three-year period to 500 hotels. Mr. Jenkins also serves on the board of directors of AutoNation, Inc. (NYSE: AN) and served on the Board of Directors of Duke Realty (formerly NYSE: DRE) from August 2017 through its acquisition by Prologis, Inc. in October 2022. He is a member of the Washington, DC Developer Roundtable and is a former member of the Howard University Board of Trustees. Mr. Jenkins earned a BA in Accounting from Howard University, an MBA from George Washington University and is a certified public accountant. Mr. Jenkins' qualifications to serve on our Board include his senior leadership experience at a premier national lodging brand and other institutions, his extensive public company board experience and entrepreneurial success in founding a successful real estate company focused on the acquisition and development of lodging assets. |
Nominees for Election to Term Expiring 2025
| Kevin P. O'Shea Trustee Trustee Since: 2014 Age: 58 | Kevin P. O’Shea has served as a Trustee since December 29, 2014. Mr. O’Shea has been the Chief Financial Officer of AvalonBay Communities, Inc. (NYSE: AVB), a multifamily real estate investment trust, since May 2014 (“AvalonBay”). Previously, he had served as Executive Vice President-Capital Markets and as Senior Vice President-Investment Management at AvalonBay. Mr. O’Shea joined AvalonBay in July 2003. Prior to that time, Mr. O’Shea was an Executive Director at UBS Investment Bank, where his experience included real estate investment banking. Earlier in his career, Mr. O’Shea practiced commercial real estate and banking law as an attorney. Mr. O’Shea received an M.B.A. from Harvard Business School, a J.D. from Southern Methodist University and a B.A. from Boston College. Mr. O’Shea’s qualifications to serve on our Board include his education and experience in business and legal roles, his extensive experience in the REIT sector and his financial expertise stemming from his experience as the Chief Financial Officer of a major REIT, and his experience in the real estate investment banking sector. |
Nominees for Election to Term Expiring 2025
| Catherine D. Rice Trustee Trustee Since: 2023 Age: 64 | Catherine D. Rice has served as a Trustee since March 15, 2023. Ms. Rice served as the Senior Managing Director and Chief Financial Officer from January 2013 to February 2016 of W.P. Carey (NYSE: WPC). Before joining W.P. Carey in 2013, Ms. Rice was a partner at Parmenter Realty Partners from January 2010 until December 2012 and a Senior Advisor and Board Member for CTS Cement Manufacturing Co. from April 2009 to January 2019. Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. Ms. Rice has over 30 years of experience in the public and private capital markets and has been involved in over $50 billion of capital-raising and financial advisory transactions, including numerous REIT IPOs, public and private debt and equity offerings, mortgage financings, merger and acquisition assignments, leveraged buyouts, asset dispositions and debt restructurings. Ms. Rice serves on the boards of BrightSpire Capital (NYSE: BRSP), a REIT, since 2018, and RMG Acquisition Corp III (NASQ: RMGCU) since 2021. At BrightSpire she also serves as a member of the Audit Committee. She served as an independent director of Store Capital (NYSE: STOR), a net-lease REIT, from 2017 until its privatization in early 2023. Ms. Rice's qualifications to serve on our Board include her extensive experience in real estate investment banking, finance, as well as her extensive executive leadership experience. |
Nominees for Election to Term Expiring 2025
| Katherine M. Sandstrom Trustee Trustee Since: 2022 Age: 55 | Katherine M. Sandstrom has served as a Trustee since October 1, 2022. Ms. Sandstrom brings deep experience in real estate investment including more than twenty years of service at Heitman, LLC, a real estate investment management firm, where she held a variety of senior leadership positions including her roles as Senior Managing Director and global head of Heitman’s Public Real Estate Securities business from 2013 to 2018. Ms. Sandstrom oversaw the growth of assets under management to more than $5 billion invested in domestic and global funds, as well as separately managed accounts. Additionally, Ms. Sandstrom served on Heitman’s Global Management Committee, the Board of Managers and the Allocation Committee. Ms. Sandstrom has served on the Board of EastGroup Properties, Inc. (NYSE: EGP), a real estate investment trust, since 2020, Healthpeak Properties, Inc. (NYSE: PEAK) since 2018, and Toll Brothers, Inc. (NYSE: TOL) since 2023. She serves as an Audit committee member and the Chair of the Nominating and Corporate Governance Committee at EGP. At PEAK, she serves as Chair of the Board, Chair of the Nominating and Corporate Governance Committee and a member of the Compensation & Human Capital Committees. Ms. Sandstrom's qualifications to serve on our Board include her extensive experience in the real estate investment, capital markets, and executive leadership. |
Nominees for Election to Term Expiring 2025
| Douglas W. Sesler Trustee Trustee Since: 2020 Age: 62 | Douglas W. Sesler has served as a Trustee since March 20, 2020. Most recently, Mr. Sesler served as the Head of Real Estate for Macy's, Inc. (NYSE: M), a position he held from April 2016 to April 2021. From 2011 to 2016, Mr. Sesler was president of True Square Capital LLC, a real estate investment and advisory firm. From 2005 to 2011, he was employed at Bank of America Merrill Lynch International Ltd. in roles that included global head of principal real estate investments and global co-head of real estate investment banking. From 1989 to 2005, Mr. Sesler served in a variety of roles at Citigroup and its predecessors, including as managing director of the global real estate investment banking group and managing director of the Travelers Realty Investment Company. He began his career in real estate roles at Chemical Bank. Mr. Sesler served on the board of directors of Gazit Globe Ltd., an international owner, developer and operator of shopping centers from January 2012 to November 2020. Mr. Sesler received a B.A. in Government from Cornell University. Mr. Sesler's qualifications to serve on our Board include his extensive experience in the real estate sector, including in an executive position with one of the largest U.S. department store companies, as well as his experience in the real estate investment banking sector. |
Nominees for Election to Term Expiring 2025
| THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES. |
COMPENSATION OF TRUSTEES
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Mary Baglivo | 92,500 | 119,993 | 212,493 | | Steven H. Grapstein | 99,267 | 119,993 | 219,260 | | Steven J. Guttman(3) | 75,000 | 119,993 | 194,993 | | Norman K. Jenkins | 160,000 | 119,993 | 279,993 | | Kevin P. O'Shea | 110,000 | 119,993 | 229,993 | | Catherine D. Rice | 72,648 | 236,427 | 309,075 | | Steven Roth(4) | 25,605 | — | 25,605 | | Katherine M. Sandstrom | 95,000 | 119,997 | 214,997 | | Douglas W. Sesler | 90,060 | 119,993 | 210,053 |
Summary of NEO Target Compensation
| Executive | Base Salary | STI Program Target Bonus | Long-Term Equity Incentive Award | | Jeffrey S. Olson (CEO) | $1,100,000 | 110% of base salary | $4,190,000 | | Jeffrey S. Mooallem (COO) | $625,000 | 100% of base salary | $1,250,000 | | Mark J. Langer (CFO) | $622,000 | 100% of base salary | $1,000,000 | | Robert C. Milton III (GC) | $433,000 | 100% of base salary | $350,000 |
Executive Compensation Process
| • | Emphasize equity-based incentives with long-term performance measurement periods and vesting conditions. |
Executive Compensation Process
| • | Align the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value. |
Executive Compensation Process
| • | Review and approve the total compensation package for the Company's officers at the level of executive vice-president and above, and all equity awards under the Company's 2015 Omnibus Share Plan; |
Executive Compensation Process
Based on the data and analysis provided by FPC, the Compensation Committee has developed a compensation plan that seeks to maintain the link between corporate performance and shareholder returns while being generally competitive within our industry. The Compensation Committee considered FPC’s peer group analysis when considering base salaries and bonuses paid to our executives for 2023. In July 2023 the Compensation Committee engaged Farient Advisors (“Farient”), a compensation consulting firm, as a result of a senior compensation consultant leaving FPC and joining Farient. The Compensation Committee has determined that Farient is independent from management based upon the consideration of factors similar to those listed above in the determination of the independence of FPC. In selecting the peer group, the Compensation Committee considers REITs that have at least two of the following characteristics:
Executive Compensation Process
The following table provides the names and key information for each peer company at the time when the Compensation Committee reviewed the peer group market data at year end 2023:
Executive Compensation Process
Analysis of Risk Associated with our Executive Compensation Program The Compensation Committee does not believe that our executive compensation program encourages excessive or inappropriate risk taking for the reasons stated below. We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or share price performance. The variable portions of compensation (cash incentive and equity) are designed to encourage and reward both short- and long-term corporate performance. We believe that these variable elements of compensation are a sufficient percentage of total compensation to provide incentives to executives to produce superior short- and long-term corporate results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so. The Company and the Compensation Committee also believe that the mix of quantifiable performance metrics used in our long-term equity-based compensation plans and the short-term incentive program and the subjective, role specific objectives included in the short-term incentive program provide an incentive for our executives to produce superior performance without the distorting effects of providing a pre-determinable compensation award based on the performance of only one division or business unit or upon other results that may not reflect the long- or short-term results of the Company as a whole. As demonstrated above, our executive compensation program is structured to achieve its objectives by (i) providing incentives to our NEOs to manage the Company for the creation of long-term shareholder value, (ii) avoiding the type of disproportionately large short-term incentives that could encourage our NEOs to take risks that may not be in the Company’s long-term interests, (iii) requiring our NEOs to maintain a significant investment in the Company and (iv) evaluating annually an array of performance criteria in determining executive compensation rather than focusing on a singular metric that may encourage unnecessary risk taking. We believe this combination of factors encourages our NEOs to manage the Company prudently.
Elements of Compensation
Elements of Compensation Base Salary: Description and Analysis Although the Compensation Committee does not set base salary levels equal to any specific percentage of base salaries paid to comparable officers in the peer group, our NEOs are paid an amount in the form of base pay within the range of base salaries paid in the peer group and which we believe to be sufficient to attract executive talent and maintain a stable management team. Our NEOs’ base salaries are listed below:
Elements of Compensation
Annual base salaries of each NEO are reviewed each year by the Compensation Committee and, under the applicable employment agreement or offer letter may be increased by the Compensation Committee as needed. In February 2023, the Compensation Committee elected to increase Messrs. Langer and Milton’s base salaries by approximately 3% to maintain competitiveness with peers. Mr. Mooallem commenced employment on January 9, 2023, and his base salary reflects the starting annual amount. Mr. Olson’s base salary was maintained at the same level as 2022 as it was deemed appropriately market competitive. 2023 STI Program We utilized a predominantly formulaic short-term incentive compensation program in 2023 (the “2023 STI Program”), which provides annual bonuses to executives based on performance criteria established by the Compensation Committee at the beginning of the year. Participants earn bonuses based on the level of achievement of pre-established Company and individual-specific performance metrics. In 2023, executives were provided with a one-time opportunity to elect to receive unvested LTIP Units in lieu of any earned cash bonus and receive a dollar-for-dollar match in the form of additional unvested LTIP Units (further detailed under “Alignment of Interest Award” below). The 2023 STI Program sets forth threshold, target and maximum award levels for each NEO as a percentage of their base salaries as follows:
Elements of Compensation
| Performance Measures | Olson & Milton Weighting | Mooallem Weighting | Langer Weighting | Performance Range | | FFO as Adjusted (per share)(1) | 35% | 35% | 35% | $1.10 - $1.22 | | Same Property NOI Growth(2) | 15% | 15% | 10% | 0.3% – 2.3% | | Pipeline to Active (in $ millions)(3) | 7.5% | 10% | 5% | $40 – $80 | | SNO Pipeline (in $ millions)(4) | 7.5% | 10% | 5% | $12 - $15 | | Balance Sheet Management(5) | 15% | 10% | 25% | 1 – 5 | | Compensation Committee’s Evaluation | 20% | 20% | 20% | 1 – 5 | | Total | 100% | 100% | 100% | |
Elements of Compensation
| Name(1) | Actual STI Award as % of Base Salary | Actual 2023 STI Earned Award ($)(1) | | Mr. Olson | 212% | 2,333,788 | | Mr. Mooallem | 168% | 1,049,219 | | Mr. Langer | 171% | 1,066,341 | | Mr. Milton | 146% | 634,074 |
Elements of Compensation
| (1) Each executive elected to receive 100% of their earned bonus in unvested LTIP Units under the “Alignment of Interest Award”. |
Elements of Compensation
Alignment of Interest Award Consistent with the Company's objectives of (i) emphasizing equity-based compensation with long-term vesting conditions, (ii) encouraging equity ownership by our executives, (iii) aligning the interests of executives with shareholders, and (iv) promoting long-term retention, NEOs and 24 other officers were provided a one-time opportunity to elect to receive unvested LTIP Units in lieu of all or a portion of their earned 2023 STI cash bonuses and receive a matching grant of unvested LTIP units in the same amount as the bonus exchanged for LTIP Units. The LTIP Units granted in lieu of 2023 STI cash bonuses and the matching grants are both subject to a long-term four-year ratable vesting period. The Compensation Committee believes that this vesting feature reinforces a long-term focus, promotes the retention of our management team and is appropriately aligned with the Company’s long-term strategic plan. Each of our four NEOs elected to receive 100% of their earned 2023 STI awards in unvested LTIP Units and the other 24 participants elected to receive over half of their earned annual bonus amounts in LTIP Units. Based on the election of each of the NEOs, the 2023 STI was paid as follows:
Elements of Compensation
| Name | Actual 2023 STI Earned Award ($) | % Elected in LTIP Units | # of LTIP Units Awarded for 2023 Earned STI(1) | | Mr. Olson | 2,333,788 | 100% | 143,265 | | Mr. Mooallem | 1,049,219 | 100% | 64,409 | | Mr. Langer | 1,066,341 | 100% | 65,460 | | Mr. Milton | 634,074 | 100% | 38,924 |
Elements of Compensation
| (1) Each NEO received a matching award of the same number of unvested LTIP Units as provided in this column pursuant to the Alignment of Interest Award. All LTIP Units vest ratably over a four-year period. |
Elements of Compensation
| (1) Represents the number of units earned if the minimum threshold for the performance-based 2023 LTI Awards is met (50% of the Target Units). |
Absolute TSR Component (25% of the performance-based 2023 LTI Awards)
Absolute TSR Component (25% of the performance-based 2023 LTI Awards)
Absolute TSR Component (25% of the performance-based 2023 LTI Awards)
| Performance Level | Absolute TSR | % of Target Units Earned | | Threshold | 12% | 50% | | Target | 21% | 100% | | Maximum | 30% or higher | 200% |
Relative TSR Component (25% of the performance-based 2023 LTI Awards)
Relative TSR Component (25% of the performance-based 2023 LTI Awards)
Relative TSR Component (25% of the performance-based 2023 LTI Awards)
| Performance Level | Relative TSR | % of Target Units Earned | | Threshold | 35th Percentile | 50% | | Target | 55th Percentile | 100% | | Maximum | 75th Percentile or higher | 200% |
Relative SP NOI Growth Component (25% of the performance-based 2023 LTI Awards)
Relative SP NOI Growth Component (25% of the performance-based 2023 LTI Awards)
Relative SP NOI Growth Component (25% of the performance-based 2023 LTI Awards)
| Performance Level | Relative TSR | % of Target Units Earned | | Threshold | 35th Percentile | 50% | | Target | 55th Percentile | 100% | | Maximum | 75th Percentile or higher | 200% |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| Performance Level | Annualized FFO Growth % | % of Target Units Earned | | Threshold | 1% | 50% | | Target | 3.5% | 100% | | Maximum | 6% or higher | 200% |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
If the designated performance objectives are achieved, the LTIP Units earned under the performance-based 2023 LTI Awards will also be subject to vesting based on continued employment with the Company through February 10, 2028, with 50% of the LTIP Units earned vesting on the date the Compensation Committee determines the amount earned following the conclusion of the performance period, and 25% vesting on each of February 10, 2027 and February 10, 2028. During the performance measurement period, recipients of the performance-based 2023 LTI Awards will receive distributions on the maximum number of LTIP Units that could be earned at one-tenth of the dividend rate otherwise payable to the Company’s shareholders. To the extent LTIP Units are earned, the recipients are entitled to receive the excess amount of distributions that would have been received, above the amount of distributions actually received on all of the LTIP Units subject to the recipient’s performance-based 2023 LTI Award, if the LTIP Units that were earned had been entitled to receive full distributions since the beginning of the performance period, which may be paid either in additional LTIP Units valued on the ex-dividend date for each distribution as if such distributions had been reinvested contemporaneously or in cash. The time-based 2023 LTI Awards, also granted in LTIP Units, vest in equal annual installments over three years (or four in the case of Mr. Olson) on February 10, 2024 and subsequent anniversaries thereof. Listed below are the number of LTIP Units and grant date fair value of the time-based 2023 LTI Awards that each NEO was granted on February 10, 2023:
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| Name | Time-Based Vesting LTIP Units | Grant Date Value ($)(1) | | Mr. Olson | 145,284 | 2,094,995 | | Mr. Mooallem | 43,859 | 624,991 | | Mr. Langer | 35,087 | 499,990 | | Mr. Milton | 12,280 | 174,990 |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| (1) Represents the grant date fair value computed in accordance with FASB ASC 718. |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
Long-Term Equity-Based Compensation — Prior Years Performance-Based Awards We have structured our prior year long-term equity-based compensation awards to include awards containing multi-year performance-based vesting criteria that continue to incentivize performance in years following the years in which they were granted. The following summarizes the terms of the performance-based equity awards that we had granted to the NEOs prior to 2023 that had performance periods that included all or part of 2023. 2020 Performance-Based LTI Award – Measurement Period Ended February 17, 2023 On February 20, 2020, the Compensation Committee granted long-term incentive compensation awards for 2020 (“2020 LTI Awards”). The 2020 LTI Awards were comprised of both performance-based and time-based vesting equity awards. The performance-based awards, which are granted in LTIP Units, were eligible to be earned based on our absolute TSR (25% of the performance-based awards) and our TSR relative to a peer group (75% of the performance-based awards) over a three-year measurement period from February 20, 2020 through February 17, 2023. Participants were not entitled to earn any of the 2020 LTI Awards unless (i) under the absolute TSR weighting, the Company’s TSR during the measurement period was at least 18% or (ii) under the relative TSR weighting, the Company’s TSR during the measurement period was at least at the 35th percentile of our peer group. The maximum number of LTIP Units would have been earned if the Company both (a) achieved 36% or higher TSR over the three-year measurement period and (b) was in the 75th or greater percentile of our peer group for TSR over the three-year measurement period. The table below sets forth the Threshold, Target and Maximum number of LTIP Units that could have been earned from the 2020 LTI Awards and the units that were actually earned (unearned units were forfeited as of the end of the measurement period):
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| Name | Threshold Units | Target Units | Maximum Units | Total Units Earned | | Mr. Olson | 64,382 | 160,954 | 265,574 | 0 | | Mr. Langer | 15,920 | 39,800 | 65,670 | 0 | | Mr. Milton | 3,504 | 8,760 | 14,454 | 0 |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
2021 Long-Term Incentive Awards – Measurement Period Ended February 9, 2024 On February 10, 2021, the Compensation Committee granted long-term incentive compensation awards for 2021 (“2021 LTI Awards”). The 2021 LTI Awards were comprised of both performance-based and time-based vesting equity awards. The performance-based awards, which are granted in LTIP Units, were eligible to be earned based on our absolute TSR (25% of the performance-based awards) and our TSR relative to a peer group (75% of the performance-based awards) over a three-year measurement period from February 10, 2021 through February 9, 2024. Listed below are the threshold, target and maximum numbers of LTIP Units that may be earned at the conclusion of the performance period and the grant date fair value of the performance-based 2021 LTI Awards that we granted to each NEO:
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| Name | Threshold Units(1) | Target Units | Maximum Units | Total Units Earned(1) | | Mr. Olson | 45,895 | 114,739 | 189,321 | 91,300 | | Mr. Langer | 11,348 | 28,373 | 46,815 | 22,577 | | Mr. Milton | 2,652 | 6,632 | 10,944 | 5,277 |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| (1) 50% of these units vested on February 22, 2024, and 25% will vest on February 10, 2025 and February 10, 2026, respectively. |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
2022 Long-Term Incentive Awards On February 11, 2022, the Compensation Committee granted long-term incentive compensation awards for 2022 (“2022 LTI Awards”). The 2022 LTI Awards were comprised of both performance-based and time-based vesting equity awards. The 2022 LTI Awards were weighted, in terms of grant date fair value, approximately one-half performance-based and one-half time-based for each of the NEOs. Overall, the Compensation Committee established the amounts of the 2022 LTI Awards to be granted to each of the NEOs based on the anticipated grant date fair values of the awards, its review of peer group data and its view of appropriate award amounts in light of each of our executive’s roles, responsibilities and experience, its desire to offer competitive compensation including an appropriate mix of cash and equity compensation, and our existing commitments to the NEOs in our agreements with them. The performance-based awards, which are granted in LTIP Units, are eligible to be earned based on (i) our absolute TSR (33(1)∕3% of the performance-based awards) and our TSR relative to a peer group (33(1)∕3% of the performance-based awards) over the three-year measurement period from February 11, 2022 through February 10, 2025, and (ii) our absolute FFO as Adjusted per share growth percentage (“FFO Growth %”) (33(1)∕3% of the performance-based awards) over the three-year measurement period from January 1, 2022 through December 31, 2024. Listed below are the threshold, target and maximum numbers of LTIP Units that may be earned at the conclusion of the performance period and the grant date fair value of the performance-based 2022 LTI Awards that we granted to each NEO:
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| Name | Threshold Units(1) | Target Units | Maximum Units(2) | Grant Date Value ($)(3) | | Mr. Olson | 49,279 | 98,560 | 197,122 | 1,969,022 | | Mr. Langer | 11,443 | 22,887 | 45,777 | 457,252 | | Mr. Milton | 5,626 | 11,255 | 22,513 | 224,871 |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| (1) Represents the number of units earned if the minimum threshold for the performance-based 2022 LTI Awards is met (50% of the Target Units). |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| (2) Represents the maximum number of units earned if the maximum performance thresholds are met (200% of the Target Units). |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
| (3) Represents the grant date fair value computed in accordance with FASB ASC 718. |
FFO Growth % Component (25% of the performance-based 2023 LTI Awards)
The following tables set forth the threshold, target and maximum performance levels, and the number of LTIP Units earned at each level, for the absolute TSR, relative TSR, and FFO Growth % components of the performance-based 2022 LTI Awards. None of the LTIP Units will be earned for a particular component if performance for that component is below threshold. The number of LTIP Units that are earned if performance is between threshold and target or target and maximum will be determined based on linear interpolation between the percentages earned at the applicable levels. In addition, if our absolute TSR for the performance period is negative, then no more than 100% (i.e., the number of Target Units) may be earned under the relative TSR component. Further, if our Net Debt-to-EBITDA ratio exceeds 8x, then no more than 100% (i.e., the number of Target Units) may be earned under the FFO Growth % component.
Absolute TSR Component (33(1)∕3% of the performance-based 2022 LTI Awards)
Absolute TSR Component (33(1)∕3% of the performance-based 2022 LTI Awards)
Absolute TSR Component (33(1)∕3% of the performance-based 2022 LTI Awards)
| Performance Level | Absolute TSR | % of Target Units Earned | | Threshold | 18% | 50% | | Target | 27% | 100% | | Maximum | 36% or higher | 200% |
Relative TSR Component (33(1)∕3% of the performance-based 2022 LTI Awards)
Relative TSR Component (33(1)∕3% of the performance-based 2022 LTI Awards)
Relative TSR Component (33(1)∕3% of the performance-based 2022 LTI Awards)
| Performance Level | Relative TSR | % of Target Units Earned | | Threshold | 35th Percentile | 50% | | Target | 55th Percentile | 100% | | Maximum | 75th Percentile or higher | 200% |
FFO Growth % Component (33(1)∕3% of the performance-based 2022 LTI Awards)
FFO Growth % Component (33(1)∕3% of the performance-based 2022 LTI Awards)
FFO Growth % Component (33(1)∕3% of the performance-based 2022 LTI Awards)
| Performance Level | Annualized FFO Growth % | % of Target Units Earned | | Threshold | 3% | 50% | | Target | 5% | 100% | | Maximum | 7% or higher | 200% |
FFO Growth % Component (33(1)∕3% of the performance-based 2022 LTI Awards)
If the designated performance objectives are achieved, the LTIP Units earned under the performance-based 2022 LTI Awards will also be subject to vesting based on continued employment with the Company through February 11, 2027, with 50% of the LTIP Units earned vesting on the date the Compensation Committee determines the amount earned following the conclusion of the performance period, and 25% vesting on each of February 11, 2026 and February 11, 2027. During the performance measurement period, recipients of the performance-based 2022 LTI Awards will receive distributions on the maximum number of LTIP Units that could be earned at only one-tenth of the dividend rate otherwise payable to the Company’s shareholders. To the extent LTIP Units are earned, the recipients are entitled to receive the excess amount of distributions that would have been received, above the amount of distributions actually received on all of the LTIP Units subject to the recipient’s performance-based 2022 LTI Award, if the LTIP Units that were earned had been entitled to receive full distributions since the beginning of the performance period, which may be paid either in additional LTIP Units valued on the ex-dividend date for each distribution as if such distributions had been reinvested contemporaneously or in cash. Benefits and Perquisites We provide our NEOs with perquisites that we believe are reasonable and in line with the prevailing competitive market. In the case of Mr. Langer, these perquisites include supplemental life, disability and similar insurance premiums not to exceed $30,000 in any calendar year. Additionally, due to the location of our corporate offices in New York City and the extensive business-related travel requirements of our NEOs, we provide certain of our NEOs with the use of a Company car. Executives using a Company car reimburse the Company for any personal usage of it. LTIP Units For many of our equity-based compensation awards, in lieu of issuing restricted Common Shares or restricted share units, we issue LTIP Units. LTIP Units are a separate class of units of limited partnership interest in UELP and are similar to Common Units, which generally are economically equivalent to Common Shares, except that LTIP Units are structured in a manner that is intended to enable them to qualify as “profits interests” for U.S. federal income tax purposes under current federal income tax law. LTIP Units generally only have value, other than with respect to the right to receive distributions, to the extent that they receive special allocations of book gain for tax purposes. An LTIP Unit generally is entitled to receive special allocations of book gain to the extent it represents an increase in the net value of the assets of UELP between the issuance of such LTIP Unit (or, to the extent specifically provided otherwise, one or more subsequent dates) and the date of a subsequent book-up event for partnership tax purposes. If LTIP Units receive sufficient special allocations of this book gain, the LTIP Units will achieve full parity with Common Units. If such parity is achieved, the LTIP Units may be converted, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into Common Units, which in turn are redeemable by the holder for cash or, at our election, on a one-for-one basis into Common Shares. Except for LTIP Units that remain subject to vesting based on the achievement of performance-based vesting hurdles, LTIP Units, whether vested or unvested, entitle the holder to receive distributions from UELP equal on a per unit basis to the per-share distributions paid to the holders of Common Shares. LTIP Units are intended to offer recipients substantially the same long-term incentive as restricted Common Shares, with more favorable U.S. federal income tax treatment available for “profits interests” under current federal income tax law. More specifically, one key disadvantage of restricted Common Shares is that recipients are generally taxed on the full market value of a grant at the time of vesting, even if they choose to hold the Common Shares. Conversely, under current federal income tax law, a recipient of LTIP Units would generally not be subject to tax at the time of issuance or vesting of LTIP Units but only when he or she chooses to liquidate his or her LTIP Units. Therefore, a recipient who wishes to hold his or her equity awards for the long term can generally do so in a more tax-efficient manner with LTIP Units. In light of the trade-offs between increased tax efficiency and incremental economic risk relating to the structure of LTIP Units as profits interests due to their only having value upon a book-up event as described above as compared to restricted Common Shares, we have chosen to use LTIP Units for many of our grants of equity awards to the NEOs. We believe that the use of LTIP Units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by the NEOs, (iii) not adversely impacted dilution as compared to restricted Common Shares, and (iv) further aligned the interests of the NEOs with the interests of our shareholders. We also believe that these benefits outweigh the loss of the U.S. federal income tax business-expense deduction from the issuance of LTIP Units, as compared to restricted Common Shares.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth the 2023, 2022 and 2021 compensation earned by, or granted to, each of our NEOs:
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jeffrey S. Olson Chairman and Chief Executive Officer | 2023 | 1,100,000 | — | 4,189,334 | 2,333,788 | 22,500 | 7,645,622 | | | 2022 | 1,092,308 | — | 3,939,010 | 1,564,933 | 20,250 | 6,616,501 | | | 2021 | 1,050,000 | — | 3,699,999 | 2,021,250 | 58,855 | 6,830,104 | | Jeffrey S. Mooallem Executive Vice President and Chief Operating Officer | 2023 | 588,942 | 50,000 | 1,249,792 | 1,049,219 | 22,258 | 2,960,211 | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Mark J. Langer Executive Vice President and Chief Financial Officer | 2023 | 619,192 | — | 999,821 | 1,066,341 | 55,000 | 2,740,354 | | | 2022 | 603,750 | — | 914,738 | 645,006 | 52,750 | 2,216,244 | | | 2021 | 603,750 | — | 914,618 | 943,359 | 52,000 | 2,513,727 | | Robert C. Milton III Executive Vice President, General Counsel & Secretary | 2023 | 431,000 | — | 349,929 | 634,074 | 25,000 | 1,440,003 | | | 2022 | 416,923 | — | 449,860 | 417,200 | 22,750 | 1,306,733 | | | 2021 | 399,039 | — | 213,826 | 550,000 | 22,000 | 1,184,865 |
2023 Summary Compensation Table
| (1) Represents a discretionary bonus amount paid to Mr. Mooallem in the first quarter of 2023 upon the successful completion of certain transition matters following his joining the Company in January 2023. |
2023 Summary Compensation Table
| (2) The amounts listed do not represent the actual amounts paid in cash to or value realized by the NEOs. The valuation is based on the grant date fair value computed in accordance with FASB ASC Topic 718. Where applicable, in accordance with applicable SEC rules, amounts shown include the impact of bonuses paid in equity in the year actually granted. The grant date fair value of the performance-based 2023 LTI Awards was estimated using the following assumptions in additional to other inputs: an estimated dividend yield of 4.1%, an expected volatility of 53% for the Company and 45%-59% for peer companies and a risk-free interest rate of 4.2%. The grant date fair values of the time-based LTIP Units were estimated using the following assumptions in addition to other inputs: an expected volatility of 31% and a risk-free interest rate of 4.92%. If we assumed that maximum performance would be achieved under the performance-based 2023 LTI Awards, the grant fair value date of these awards would have been as follows: (i) Mr. Olson - $4,189,282, (ii) Mr. Mooallem − $1,249,767, (iii) Mr. Langer - $999,804, and (iv) Mr. Milton - $349,927. |
2023 Summary Compensation Table
| (3) The amounts listed in the Non-Equity Incentive Plan Compensation column represent amounts earned under each STI Program for the applicable year. The 2022 and 2021 STI Program amounts were paid 100% in cash. In 2023, officers of the Company were permitted to elect to receive all or a portion of their 2023 STI Program entitlements in unvested LTIP Units, with any LTIP Unit received matched on a one-for-one basis by the Company (see “Compensation Discussion and Analysis – Alignment of Interest Award”). Each NEO elected to receive 100% of their 2023 STI Program entitlement in LTIP Units. Had they elected to receive such amounts 100% in cash, the cash amounts would have been as reported in the table above. The grant date of the LTIP Units, together with those matched by the Company, was February 9, 2024. Accordingly, the grant date fair value of the matching grants of unvested LTIP Units will be reported in the Stock Awards column of our 2024 Summary Compensation Table to be filed next year. |
2023 Summary Compensation Table
| (4) The following table sets forth 2023 other compensation earned by or granted to each of our NEOs: |
2023 Summary Compensation Table
| Name | Reimbursement for Benefit Expenses Not Covered ($)(b) | Matching 401(k) Contribution ($) | HSA Contribution ($) | Total ($) | | Mr. Olson(a) | — | 22,500 | — | 22,500 | | Mr. Mooallem | — | 22,258 | — | 22,258 | | Mr. Langer | 30,000 | 22,500 | 2,500 | 55,000 | | Mr. Milton | — | 22,500 | 2,500 | 25,000 |
2023 Summary Compensation Table
| (a) The Company provided Mr. Olson with the use of a car and driver to conduct his duties as Chief Executive Officer of the Company. Mr. Olson also used the car for personal purposes from time to time, for which he reimbursed the Company. |
2023 Summary Compensation Table
| (b) The figure here represents the sum of the cost of Mr. Langer’s reimbursement for medical premiums, supplemental group term life insurance, and supplemental long-term disability above and beyond the Company’s normal benefit programs that are generally available to all salaried employees of the Company. |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table sets forth certain information with respect to each plan-based award to our NEOs made in 2023. All of the equity awards set forth in the table below were granted under the 2015 Omnibus Share Plan.
Grants of Plan-Based Awards in 2023
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Award(2) | | | All other Stock Awards: Number of Shares of stock or units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Olson | 2/10/23 | | | | | | | 145,284 | 2,094,995 | | | 2/10/23 | | | | 60,763 | 121,531 | 243,065 | | 2,094,339 | | | | 605,000 | 1,210,000 | 2,420,000 | | | | | | | Mr. Mooallem | 2/10/23 | | | | | | | 43,859 | 624,991 | | | 2/10/23 | | | | 18,126 | 36,254 | 72,512 | | 624,801 | | | | 312,500 | 625,000 | 1,093,750 | | | | | | | Mr. Langer | 2/10/23 | | | | | | | 35,087 | 499,990 | | | 2/10/23 | | | | 14,501 | 29,003 | 58,009 | | 499,831 | | | | 311,000 | 622,000 | 1,088,500 | | | | | | | Mr. Milton | 2/10/23 | | | | | | | 12,280 | 174,990 | | | 2/10/23 | | | | 5,072 | 10,149 | 20,302 | | 174,939 | | | | 216,500 | 433,000 | 649,500 | | | | | |
Grants of Plan-Based Awards in 2023
| (1) The dollar amounts presented in these columns represent awards at threshold, target and maximum levels under the 2023 STI Program. The actual award amounts earned under the 2023 STI Program and additional detail are set forth under “Results under 2023 STI Program” on 37. |
Grants of Plan-Based Awards in 2023
| (2) The unit amounts presented in these columns represent the performance-based 2023 LTI Awards at threshold, target and maximum levels. See “Long-Term Equity-Based Compensation – 2023 Awards” on page 38 for further information regarding these awards. |
Grants of Plan-Based Awards in 2023
| (3) On February 10, 2023, as part of the 2023 LTI Awards, the Company granted Mr. Olson 145,284 time-based LTIP Units with 25% vesting annually on February 10th each year beginning with 2024, and Messrs. Mooallem, Langer and Milton 43,859; 35,087 and 12,280 LTIP Units, respectively, with 33(1)∕3% vesting annually on February 10th each year beginning with 2024. All of these restricted LTIP Units, which are only subject to time-based vesting based on continued employment through a specified date, entitle the holders to receive cash distributions whether or not then vested. |
Grants of Plan-Based Awards in 2023
| (4) The amounts presented in this column represents the full grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718). |
Options Exercises and Stock Vested in 2023
Options Exercises and Stock Vested in 2023 None of our NEOs exercised options in 2023. The following table sets forth, for each of our NEOs, the number and value of Common Shares and LTIP Units that vested during 2023.
Options Exercises and Stock Vested in 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. Olson | 106,613 | 1,661,509 | | Mr. Mooallem | — | — | | Mr. Langer | 31,735 | 494,634 | | Mr. Milton | 11,156 | 174,222 |
Options Exercises and Stock Vested in 2023
| (1) Computed by multiplying the number of shares or LTIP Units that vested by the average of the high and low price of our Common Shares on the date of vesting. |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on outstanding equity awards as of December 31, 2023 for each NEO:
Outstanding Equity Awards at 2023 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mr. Olson | 128,534 | | 19.53 | 2/27/29 | | | | | | | 104,602 | | 21.64 | 2/22/28 | | | | | | | 97,656 | | 28.36 | 2/24/27 | | | | | | | 140,056 | | 23.52 | 2/8/26 | | | | | | | 2,092,137 | | 23.90 | 2/17/25 | | | | | | | | | | | 329,780(3) | 6,034,974 | 397,801(4) | 7,279,758 | | Mr. Mooallem | — | | — | — | 43,859 | 802,620 | 44,714(4) | 818,266 | | Mr. Langer | 51,679 | | 19.53 | 2/27/29 | | | | | | | 42,283 | | 21.64 | 2/22/28 | | | | | | | 39,603 | | 28.36 | 2/24/27 | | | | | | | 56,657 | | 23.52 | 2/8/26 | | | | | | | 127,551 | | 23.52 | 4/20/25 | | | | | | | | | | | 67,454(3) | 1,234,408 | 95,369(4) | 1,745,253 | | Mr. Milton | — | | — | — | 24,894(3) | 455,560 | 36,585(4) | 669,506 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) Value based on number of shares or units multiplied by $18.30, which was the price of Common Shares as of the close of business on December 29, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) The awards under the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” are awards of LTIP Units that remained subject to performance-based vesting conditions and were granted as 2023 LTI Awards, 2022 LTI Awards, and 2021 LTI Awards. These LTIP Units do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming the LTIP Units for Common Shares are also met. As of December 31, 2023, these criteria had not been met (as the relevant measurement periods had not yet ended). In accordance with SEC rules, these rewards are reflected in the table in the manner set forth in Footnote (4) below. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) The number of shares or units of stock that have not vested are comprised of the following: |
Outstanding Equity Awards at 2023 Fiscal Year End
| | 2019 Performance Awards Earned(a) | 2019 Bonus Award(b) | 2020 Time Based LTI Award(c) | 2021 Time- Based LTI Award(d) | 2022 Time- Based LTI Award(e) | 2023 Time- Based LTI Award(f) | Total | | Mr. Olson | 7,188 | 4,381 | 17,700 | 64,416 | 90,811 | 145,284 | 329,780 | | Mr. Mooallem | — | — | — | — | — | 43,859 | 43,859 | | Mr. Langer | 2,540 | — | — | 10,777 | 19,050 | 35,087 | 67,454 | | Mr. Milton | 725 | — | — | 2,520 | 9,369 | 12,280 | 24,894 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (a) Represents earned but unvested performance-based LTIP Units granted as part of the 2019 long-term incentive program, the measurement period for which ended February 26, 2022, scheduled to vest, for Messrs. Olson, Langer and Milton on February 27, 2024, subject to continued employment through such date. Represents unvested LTIP Units granted as time-based 2019 LTI Awards scheduled to vest for Mr. Olson on February 27, 2023, subject to continued employment through such date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (b) Represents unvested LTIP Units granted in 2020 as annual bonus for 2019 scheduled to vest for Mr. Olson on February 20, 2024, subject to continued employment through such date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (c) Represents unvested LTIP Units granted as time-based 2020 LTI Awards scheduled to vest for Mr. Olson on February 20, 2024, subject to continued employment through such date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (d) Represents unvested LTIP Units granted as time-based 2021 LTI Awards scheduled to vest, for Mr. Olson, in equal installments on February 10, 2024 and February 10, 2025 and, for Messrs. Langer and Milton, on February 10, 2024, in each case subject to continued employment through such dates. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (e) Represents unvested LTIP Units granted as time-based 2022 LTI Awards scheduled to vest, for Mr. Olson, in equal installments on February 11, 2024, February 11, 2025 and February 11, 2026 and, for Messrs. Langer and Milton, in equal installments on February 11, 2024 and February 11, 2025, in each case subject to continued employment through such dates. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (f) Represents unvested LTIP Units granted as time-based 2023 LTI Awards scheduled to vest, for Mr. Olson, in equal installments on February 10, 2024, February 10, 2025, February 10, 2026 and February 10, 2027 and, for Messrs. Mooallem, Langer and Milton, in equal installments on February 10, 2024, February 10, 2025, and February 10, 2026, in each case subject to continued employment through such dates. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) Reflects performance-based LTIP Unit awards under our three outstanding long-term incentive programs for which the performance periods had not ended as of December 31, 2023. If our performance for the three-year measurement period applicable to these LTIP Units continued to be the same as we experienced from the beginning of the applicable three-year measurement period through December 31, 2023, we would earn varying amounts under each component of each program. Accordingly, pursuant to SEC rules, the number of units set forth in the table below includes the number of units that would be earned (i) if threshold performance was achieved under each component where no earning or threshold performance is forecast, (ii) if target performance was achieved under each component where earning between threshold and up to target performance is forecast, and (iii) if maximum performance was achieved under each component where earning above target performance is forecast. |
Outstanding Equity Awards at 2023 Fiscal Year End
| | 2021 LTI Awards (Performance- Based)(a) | 2022 LTI Awards (Performance- Based)(b) | 2023 LTI Awards (Performance- Based)(c) | Total | | Mr. Olson | 134,661 | 113,252 | 149,888 | 397,801 | | Mr. Mooallem | — | — | 44,714 | 44,714 | | Mr. Langer | 33,299 | 26,299 | 35,771 | 95,369 | | Mr. Milton | 11,137 | 12,933 | 12,515 | 36,585 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (a) Represents unearned LTIP Units awarded as performance-based 2021 LTI Awards. These LTIP Units are subject to performance-based vesting based on the achievement of absolute and relative TSR performance criteria over a three-year measurement period ending February 9, 2024. Earned LTIP Units would be subject to vesting based on continued employment, with 50% scheduled to vest on the date performance-based earning was determined and 25% scheduled to vest on each of February 10, 2025 and February 10, 2026, subject to continued employment through such dates. See “2021 Long-Term Incentive Awards” for more information. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (b) Represents unearned LTIP Units awarded as performance-based 2022 LTI Awards. These LTIP Units are subject to performance-based vesting based on the achievement of (i) absolute and relative TSR performance criteria over a three-year measurement period ending February 10, 2025, and (ii) the Company’s FFO as Adjusted growth rate over the three-year measurement period ending December 31, 2024. Earned LTIP Units would be subject to vesting based on continued employment, with 50% scheduled to vest on the date performance-based earning is determined and 25% scheduled to vest on each of February 10, 2026 and February 10, 2027, subject to continued employment through such dates. See “2022 Long-Term Incentive Awards” for more information. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (c) Represents unearned LTIP Units awarded as performance-based 2023 LTI Awards. These LTIP Units are subject to performance-based vesting based on the achievement of (i) absolute and relative TSR performance criteria over a three-year measurement period ending February 9, 2026, and (ii) the Company’s FFO as Adjusted growth rate and relative same property NOI growth rate over the three-year measurement period ending December 31, 2025. Earned LTIP Units would be subject to vesting based on continued employment, with 50% scheduled to vest on the date performance-based earning is determined and 25% scheduled to vest on each of February 9, 2027 and February 9, 2028, subject to continued employment through such dates. See “2023 Long-Term Incentive Awards” for more information. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control Each of our NEOs serves at the pleasure of our Board. The disclosure below describes the terms of the current employment agreements, retention agreements and offer letters, as applicable, that we have with our NEOs, including certain compensation that may become payable to Messrs. Olson, Mooallem, Langer and Milton as a result of a qualifying termination of employment based on these agreements. In addition, the following disclosure describes the impact of a qualifying termination of employment, a corporate transaction or a change in control under the terms of the equity awards held by each of our NEOs. Olson Employment Agreement On August 6, 2019, the Company entered into an employment agreement with Mr. Olson, the Company’s Chairman of the Board and Chief Executive Officer, which replaced the amended and restated employment agreement, dated November 18, 2014, between Mr. Olson and the Company, as further amended, that had an initial term scheduled to expire or automatically renew on September 1, 2019. The initial term for the new employment agreement extends until September 1, 2024, with automatic one-year renewals thereafter unless either party provides the other party at least 90 days’ prior notice of nonrenewal. The employment agreement provides that Mr. Olson will be entitled to an annual base salary of not less than $1,000,000 and eligible to receive an annual bonus with a target amount equal to 100% of his annual base salary, payable in cash and/or equity, in the sole discretion of the Company. The Company will have the discretion to establish the structure and performance targets for Mr. Olson’s annual bonus and determine the amount earned each year. If all or part of the bonus is paid in equity awards, such awards shall be full value equity awards (for example, restricted Common Shares or LTIP Units) that vest ratably over no more than four years from the date of grant. Mr. Olson also will be entitled to receive annual equity grants for each year under the Company’s long-term incentive compensation plans, beginning with 2020, with a value at target performance levels of no less than $3,200,000. The Company also agrees to provide Mr. Olson with a car and driver for use in connection with his performance of duties for the Company. The employment agreement generally provides Mr. Olson with the same level of termination payments and benefits as existed under Mr. Olson’s prior employment agreement with the Company. On any termination of Mr. Olson’s employment, Mr. Olson will be entitled to payment of any earned, but unpaid, base salary and annual bonus and accrued and unpaid vacation pay, and any compensation and benefits due to Mr. Olson under the terms of any other plan or program. If Mr. Olson’s employment is terminated by the Company without cause or by Mr. Olson for good reason (in each case, as defined in the employment agreement), subject to Mr. Olson’s execution of a release, Mr. Olson will be entitled to (1) a lump sum payment of the Severance Amount, (2) a Pro Rata Bonus paid at the time bonuses are otherwise paid, (3) the Medical Benefits, and (4) vesting of all outstanding unvested equity awards that are subject to vesting based solely on continued employment. For purposes of Mr. Olson’s employment agreement:
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Severance Amount” equals two times the sum of Mr. Olson’s base salary and target annual bonus, unless the termination is within three months prior to or in connection with (and in each case subject to the consummation of), or within two years following, a change in control of the Company (a “Qualifying CIC Termination”), in which case it equals three times the sum of Mr. Olson’s base salary and target annual bonus. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Pro Rata Bonus” equals (i) if such termination is a Qualifying CIC Termination, the greater of Mr. Olson’s target annual bonus or the annual bonus earned in the year of a termination based on actual performance with respect to the Company’s performance goals and deeming any individual performance goals to be achieved at the target level, or (ii) if such termination is not a Qualifying CIC Termination, the annual bonus earned in the year of termination based on actual performance with respect to the Company’s performance goals and deeming any individual performance goals to be achieved at the target level, in each case, prorated based on the portion of the year that had elapsed through the date of termination. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Medical Benefits” require the Company to provide Mr. Olson medical insurance coverage substantially identical to that provided to other senior executives for three years following termination. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
If Mr. Olson’s employment is terminated due to death or disability, and, in the case of termination of employment due to disability, subject to Mr. Olson’s execution of a release, Mr. Olson will be entitled to vesting of the unvested portion of the option award granted on February 17, 2015 and it will remain exercisable for one year following termination (or, if earlier, for the remainder of the term). Mr. Olson is subject to non-competition and non-solicitation of employees covenants through the one-year anniversary of the date Mr. Olson’s employment terminates for any reason. In the event that payments or benefits owed to Mr. Olson constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code, such payments or benefits will be reduced to an amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Olson receiving a higher net-after-tax amount than he would have absent such reduction. “Cause” generally means Mr. Olson’s (1) conviction of, or plea of guilty or nolo contendere to, a felony; (2) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from Mr. Olson’s incapacity due to physical or mental illness or after Mr. Olson’s notice of termination for good reason) that Mr. Olson fails to remedy to the reasonable satisfaction of the Company within 30 days after the Company’s written notice of such failure; or (3) willful misconduct that is or may reasonably be expected to have a material adverse effect on the reputation or interests of the Company. Mr. Olson may terminate his employment for “good reason” within 90 days after he has actual knowledge of the occurrence, without his written consent, of one of the following events that has not been cured within 30 days after Mr. Olson’s written notice of such event (provided that such notice is given to the Company within 30 days after Mr. Olson becomes aware of the event): (1) a material reduction in base salary, aggregate annual cash compensation opportunity or the aggregate level of employee benefits; (2) a material diminution in Mr. Olson’s position, authority, duties or responsibilities; (3) a relocation of Mr. Olson’s location of employment to a location outside of Manhattan or more than 30 miles outside of Paramus, New Jersey; or (4) the Company’s material breach of any provision of the employment agreement, including (a) Mr. Olson not holding the title of Chairman and Chief Executive Officer, (b) delivery by the Company of a notice of non-renewal of the employment agreement, (c) a failure of a successor to the Company to assume the employment agreement, (d) failure of the Company to appoint or elect Mr. Olson to the Board or removal of Mr. Olson from the Board and (e) a material change in Mr. Olson’s reporting relationship inconsistent with the terms of the employment agreement. Mooallem Employment Agreement On October 18, 2022, the Company entered into an employment agreement with Jeffrey S. Mooallem in connection with his appointment as Executive Vice President and Chief Operating Officer. The employment agreement became effective January 9, 2023 and has a term of four years and one day from the date thereof. The employment agreement provides for an annual base salary of not less than $625,000 and a target annual cash bonus of 100% of annual base salary. Mr. Mooallem also will be entitled to receive annual equity grants for each year, beginning with 2023, with a value at target performance levels equal to $1,250,000, of which (x) 50% will be time-based LTIP Units subject to annual vesting (ratably on each of the first three anniversaries of the grant date) based solely on continued employment with the Company and (y) 50% will be performance LTIP Units subject to a three-year measurement period, 50% of which shall vest on the third anniversary of the grant date, 25% of which shall vest on the fourth anniversary of the grant date and 25% of which shall vest on the fifth anniversary of the grant date, in each case, based on such criteria as may be determined by the Company in its sole discretion, which may include, without limitation, achievement of one or more performance-based hurdles based on the Company’s operating performance or other metrics selected by the Company. On any termination of Mr. Mooallem’s employment, Mr. Mooallem will be entitled to payment of any earned, but unpaid, base salary and annual bonus and accrued and unpaid vacation pay, and any compensation and benefits due to Mr. Mooallem under the terms of any other plan or program. On a termination of Mr. Mooallem’s employment by the Company without cause or by Mr. Mooallem for good reason, subject to Mr. Mooallem’s execution of a release, Mr. Mooallem will be entitled to (1) a lump sum payment of the Severance Amount, (2) a Pro Rata Bonus paid at the time bonuses are otherwise paid, (3) the Medical Benefits and (4) vesting of all outstanding unvested equity awards that are subject to vesting based solely on continued employment. For purposes of Mr. Mooallem’s employment agreement:
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Severance Amount” equals 1.5 times Mr. Mooallem’s base salary and target annual bonus unless the termination is within three months prior to, in connection with or within two years following a change in control of the Company (a “Qualifying CIC Termination”), in which case it will equal 2.5 times Mr. Mooallem’s base salary and target annual bonus. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Pro Rata Bonus” equals a pro rata portion of Mr. Mooallem’s annual bonus for the year of termination based on actual performance or, on a Qualifying CIC Termination, means the greater of that amount and Mr. Weilminster’s target annual bonus. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Medical Benefits” require the Company to provide Mr. Mooallem medical insurance coverage substantially identical to that provided to other senior executives for one year following termination or, on a Qualifying CIC Termination, for two years following termination, subject to applicable law. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
If Mr. Mooallem’s employment is terminated upon or after the expiration of the employment period, Mr. Mooallem will be entitled, subject to Mr. Mooallem’s execution of a release, to vesting of all outstanding unvested equity awards that are subject to vesting based solely on continued employment and a pro-rated annual bonus for the year of termination. Mr. Mooallem is subject to non-competition and non-solicitation of employees covenants through the one-year anniversary of the date Mr. Mooallem’s employment terminates for any reason. In the event that payments or benefits owed to Mr. Mooallem constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, such payments or benefits will be reduced to an amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Mooallem receiving a higher net-after-tax amount than he would have absent such reduction. “Cause” generally means Mr. Mooallem’s (1) conviction of, or plea of guilty or nolo contendere to, a felony; (2) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from Mr. Mooallem’s incapacity due to physical or mental illness or after Mr. Mooallem’s notice of termination for good reason) that Mr. Mooallem’s fails to remedy to the reasonable satisfaction of the Company within 30 days after the Company’s written notice of such failure; (3) willful misconduct that is or may reasonably be expected to have a material adverse effect on the reputation or interests of the Company or (4) failure to maintain his primary residence in the New York City metropolitan area. Mr. Mooallem may terminate his employment for “good reason” within 90 days after he has actual knowledge of the occurrence, without his written consent, of one of the following events that has not been cured within 30 days after Mr. Mooallem gives written notice of such event to the Company (provided that such notice is given to the Company within 30 days after Mr. Mooallem becomes aware of the event): (1)(A) a material reduction in base salary or annual bonus opportunity or the aggregate level of employee benefits made available to Mr. Mooallem under the agreement or (B) a material diminution in Mr. Mooallem’s position, title, authority, duties or responsibilities; (2) a relocation of Mr. Mooallem’s location of employment to a location outside of Manhattan, New York or, for the Paramus, New Jersey office, a location more than 30 miles outside Paramus, New Jersey; or (3) the Company’s material breach of any provision of the employment agreement which will be deemed to include, but shall not be limited to, (a) the failure of a successor to the Company to assume this Agreement in accordance with Section 12(a), and (b) a material change in the Executive’s reporting relationship such that Executive no longer reports to the Chief Executive Officer of the Company. Langer Retention Agreement October 18, 2019, the Company entered into a retention agreement with Mr. Langer, the Company’s Executive Vice President and Chief Financial Officer, which replaces in its entirety the employment agreement, dated February 4, 2015, between Mr. Langer and the Company, that was in a one-year renewal period scheduled to expire or automatically renew on July 1, 2020. The retention agreement has no fixed term. The retention agreement sets forth Mr. Langer’s then current title, duties, compensation and additional benefits, and provides that these may be modified by the Company at any time in its sole and absolute discretion, subject to Mr. Langer’s right to terminate the retention agreement for good reason, as described below. On any termination of Mr. Langer’s employment, Mr. Langer will be entitled to payment of any earned, but unpaid, base salary and annual bonus and accrued and unpaid vacation pay, and any compensation and benefits due to Mr. Langer under the terms of any other plan or program. If Mr. Langer’s employment is terminated by the Company without cause or by Mr. Langer for good reason (in each case, as defined in the retention agreement), subject to Mr. Langer’s execution of a release, Mr. Langer will be entitled to (1) a lump sum payment of the Severance Amount, (2) a Pro Rata Bonus paid at the time bonuses are otherwise paid, (3) the Medical Benefits, and (4) vesting of all outstanding unvested equity awards that are subject to vesting based solely on continued employment. For purposes of Mr. Langer’s retention agreement:
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Severance Amount” equals 1.5 times the sum of Mr. Langer’s base salary and target annual short-term incentive bonus, unless the termination is within three months prior to, in connection with or within two years following a change in control of the Company (a “Qualifying CIC Termination”), in which case it equals 2.5x the sum of Mr. Langer’s base salary and target annual short-term incentive bonus. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Pro Rata Bonus” equals (i) on a Qualifying CIC Termination, the greater of Mr. Langer’s target annual short-term incentive bonus or the annual bonus earned in the year of a termination based on actual performance, or (ii) if such termination is not a Qualifying CIC Termination, the annual bonus earned in the year of termination based on actual performance in each case prorated based on the portion of the year that had elapsed through the date of termination. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
| • | “Medical Benefits” require the Company to provide Mr. Langer medical insurance coverage substantially identical to that provided to other senior executives (i) on a Qualifying CIC Termination, for up to two years following termination, or (ii) if such termination is not a Qualifying CIC Termination, one year, in each case subject to applicable law. |
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control
On a termination of Mr. Langer’s employment due to death or disability, and, in the case of termination of employment due to disability, subject to Mr. Langer’s execution of a release, Mr. Langer will be entitled to vesting of the unvested portion of the option award granted on April 20, 2015 and it will remain exercisable for one year following termination (or, if earlier, for the remainder of the term). Mr. Langer is subject to non-competition and non-solicitation of employees covenants through the one-year anniversary of the date Mr. Langer’s employment terminates for any reason. In the event that payments or benefits owed to Mr. Langer constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, such payments or benefits will be reduced to an amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Langer receiving a higher net-after-tax amount than he would have absent such reduction. “Cause” generally means Mr. Langer’s (1) conviction of, or plea of guilty or nolo contendere to, a felony; (2) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from Mr. Langer’s incapacity due to physical or mental illness or after Mr. Langer’s notice of termination for good reason) that Mr. Langer fails to remedy to the reasonable satisfaction of the Company within 30 days after the Company’s written notice of such failure; or (3) willful misconduct that is or may reasonably be expected to have a material adverse effect on the reputation or interests of the Company. Mr. Langer may terminate his employment for “good reason” within 90 days after he has actual knowledge of the occurrence, without his written consent, of one of the following events that has not been cured within 30 days after Mr. Langer’s written notice of such event (provided that such notice is given to the Company within 30 days after Mr. Langer becomes aware of the event): (1) a material reduction in base salary, annual bonus opportunity or the aggregate level of employee benefits; (2) a material diminution in Mr. Langer’s position, title, authority, duties or responsibilities; (3) a relocation of Mr. Langer’s location of employment to a location outside of Manhattan or more than 30 miles outside of Paramus, New Jersey; or (4) the Company’s material breach of any provision of the retention agreement, including (a) the failure of a successor to the Company to assume this Agreement and (b) a material change in the Mr. Langer’s reporting relationship such that Mr. Langer no longer reports to the Chief Executive Officer of the Company. Milton Offer Letter On January 4, 2016, Mr. Robert C. Milton III was appointed to the position of Executive Vice President, General Counsel and Secretary of the Company pursuant to an offer letter entered into on December 11, 2015. Mr. Milton’s offer letter provides for an annualized salary of $350,000 and a target annual bonus of $350,000 for the year ended December 31, 2016 paid 50% in cash and 50% in shares of restricted stock that vest ratably over three years. On a termination of Mr. Milton’s employment by the Company solely in connection with a change of control of the Company, Mr. Milton will receive severance of two times the sum of his current base salary and targeted bonus. However, Mr. Milton’s severance is governed by the Executive Severance and Change in Control Plan so long as it is in effect (see “Executive Severance and Change in Control Plan” beginning on page 53).
Equity Awards
| Name | Salary and Cash Bonus (Multiple) | Salary and Cash Bonus ($) | Health Benefits ($) | Vesting of Equity Awards ($)(1) | Total ($) | | Termination by Urban Edge Properties Without Cause or by the Executive for Good Reason | | | | | | | Mr. Olson | 2x | 6,953,788 | 163,810 | 6,034,974 | 13,152,572 | | Mr. Mooallem | 1.5x | 2,924,219 | 30,536 | 802,620 | 3,757,375 | | Mr. Langer | 1.5x | 2,932,341 | 42,353 | 1,234,409 | 4,209,103 | | Mr. Milton | 1.0x | 866,000 | 42,353 | 455,561 | 1,363,914 | | Death | | | | | | | Mr. Olson | n/a | — | — | 6,034,974 | 6,034,974 | | Mr. Mooallem | n/a | — | — | 802,620 | 802,620 | | Mr. Langer | n/a | — | — | 1,234,409 | 1,234,409 | | Mr. Milton | n/a | — | — | 455,561 | 455,561 | | Change in Control without Termination(2) | | | | | | | Mr. Olson | n/a | — | — | 3,190,467 | 3,190,467 | | Mr. Mooallem | n/a | — | — | 388,811 | 388,811 | | Mr. Langer | n/a | — | — | 764,221 | 764,221 | | Mr. Milton | n/a | — | — | 268,311 | 268,311 | | Termination Following Change in Control(2) | | | | | | | Mr. Olson | 3x | 9,263,788 | 163,810 | 12,284,367 | 21,711,965 | | Mr. Mooallem | 2.5x | 4,174,219 | 61,071 | 1,580,243 | 5,815,533 | | Mr. Langer | 2.5x | 4,176,341 | 84,706 | 2,716,369 | 6,977,416 | | Mr. Milton | 1.5x | 1,299,000 | 63,530 | 978,916 | 2,341,446 |
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the principal executive officer. Our principal executive officer is Mr. Olson, our chief executive officer. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of applicable SEC rules. For 2023, our last completed fiscal year:
Pay Ratio Disclosure
| • | the annual total compensation of the employee who represents our median compensated employee (other than our chief executive officer) based on W-2 gross pay was $116,694; and |
Pay Ratio Disclosure
| • | the annual total compensation of Mr. Olson, as reported in the Summary Compensation Table included above, was $7,645,622. |
Pay Ratio Disclosure
As a result, the ratio of Mr. Olson’s compensation to that of our median compensated employee was 66:1. Determining the Median Employee We used our employee population data as of December 31, 2023 as the reference date for identifying our median employee. As of such date, our employee population consisted of 109 full-time employees. To identify the median employee from our employee population, we selected base salary and bonus, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023, as the most appropriate measure of compensation, which was consistently applied to all of our employees included in the calculation. In identifying the median employee, we annualized the compensation of all full-time employees who were new hires in 2023 and on leave of absence in 2023.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis” on page 31.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for other NEOs ($)(2) | Average Compensation Actually Paid to other NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($)(4) | FFO as Adjusted / Share ($)(5) | | | | | | | Company TSR ($) | Peer Group TSR ($)(3) | | | | 2023 | 7,645,622 | 12,243,167 | 2,380,189 | 2,949,313 | 112.34 | 98.30 | 259.9 | 1.25 | | 2022 | 6,616,501 | 1,438,290 | 2,255,103 | 1,022,607 | 83.11 | 89.16 | 47.3 | 1.21 | | 2021 | 6,830,104 | 8,566,102 | 2,010,966 | 3,110,209 | 107.66 | 98.78 | 107.8 | 1.09 | | 2020 | 6,149,061 | 3,762,837 | 2,136,036 | 583,667 | 70.98 | 68.63 | 97.8 | 0.88 |
Pay Versus Performance Disclosure
| (1) Mr. Olson was our principal executive officer for all years shown. The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, below are the adjustments made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to arrive at compensation actually paid to our principal executive officer during each year shown: |
Pay Versus Performance Disclosure
| Adjustments to Determine Compensation “Actually Paid” for PEO | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $(4,189,334) | $(3,939,010) | $(3,699,999) | $(4,005,254) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 5,325,609 | 2,641,983 | 4,507,329 | 2,920,790 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | 3,015,205 | (4,145,858) | 423,532 | (998,121) | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 194,717 | 36,635 | 326,533 | (451,835) | | Increase based on Dividends or other Earnings Paid During Year prior to Vesting Date of Award | 251,348 | 228,039 | 178,603 | 148,196 | | Total Adjustments | $4,597,545 | $(5,178,211) | $1,735,998 | $(2,386,224) |
Pay Versus Performance Disclosure
| (2) Our other NEOs are Messrs. Langer, Mooallem and Milton for 2023. For 2022, 2021 and 2022, our NEOs are Messrs. Langer, Weilminster, Eilberg and Milton, and for 2020 only, also including Mr. Briggs. The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Footnote 1: |
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” Column in the SCT | $(866,514) | $(903,503) | $(756,940) | $(1,042,067) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 1,030,058 | 228,632 | 923,437 | 491,467 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | 346,669 | (313,879) | 547,345 | (407,979) | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 23,947 | (292,808) | 334,083 | (652,790) | | Increase based on Dividends or other Earnings Paid During Year prior to Vesting Date of Award | 34,964 | 49,062 | 51,318 | 59,000 | | Total Adjustments | $569,124 | $(1,232,496) | $1,099,243 | $(1,552,369) |
Pay Versus Performance Disclosure
| (3) Peer group is the Dow Jones US Real Estate Strip Centers index. |
Pay Versus Performance Disclosure
| (4) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
Pay Versus Performance Disclosure
| (5) The Company has identified FFO as Adjusted (per share) as the most important additional financial metric used to link pay and performance, for our company selected measure. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider FFO as Adjusted (per share), to be the most important performance measure used by to link compensation actually paid to the NEOs for fiscal year 2023 to Company performance. Our short-term incentive programs include FFO as Adjusted as the most heavily weighted metric (that impacts annual cash pay out to executive officers) based on our absolute level of FFO as Adjusted achieved for the year and, in 2023, 25% of the performance-based portion of 2023 long-term incentive plan pays out based on the three year growth rate of our FFO as Adjusted growth rate. FFO as Adjusted is a non-GAAP financial measure—please see “Non-GAAP Financial Measures” beginning on page 69 for a reconciliation to the most directly comparable GAAP measure. We consider FFO as Adjusted a meaningful and relevant measure in determining our operating performance. |
Relationship to Compensation Actually Paid
Relationship to Compensation Actually Paid The following charts show the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs as compared to our GAAP reported net income and our FFO as Adjusted (per share). Tabular List of Performance Measures The following table includes financial performance measures that the Company determines are its most important financial measures for 2023 and how they were used in the executive compensation program:
Relationship to Compensation Actually Paid
| Financial Performance Measures Used in our Short-Term Incentive Program | Financial Performance Measures Used in our Long-Term Incentive Program | | FFO as Adjusted (per share) | Absolute TSR | | Same-Property NOI Growth (%) | TSR (relative to our peer group) | | Development/Redevelopment: Pipeline to Active (in $ millions) | FFO as Adjusted (per share) growth percentage | | SNO Pipeline (in $ millions) | Same-Property NOI Growth (relative to our peer group) |
Relationship to Compensation Actually Paid
Please see the Compensation Discussion and Analysis on pages 31-42 for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.