DEF 14A of Kite Realty Group Trust
Filed Apr 2, 2025 · FY20240001140361-25-011849
SUMMARY
SUMMARY ANNUAL MEETING OF SHAREHOLDERS DATE: Friday, May 16, 2025 TIME: 9:00 a.m. EDT LOCATION: Conrad Indianapolis 50 West Washington Street Indianapolis, Indiana 46204 RECORD DATE: Close of business on March 26, 2025 ITEMS OF BUSINESS: VOTE REQUIRED AND RECOMMENDATION
SUMMARY
| Proposals | Board Recommendation | | PROPOSAL 1: Election of Trustees | FOR EACH NOMINEE See Page 4 | | PROPOSAL 2: Advisory Vote on Named Executive Officer Compensation | FOR See Page 25 | | PROPOSAL 3: Ratification of Appointment of Independent Registered Public Accounting Firm | FOR See Page 52 |
SUMMARY
This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. OUR BOARD AT A GLANCE
SUMMARY
| JOHN A. KITE Chairman of the Board of Trustees and CEO | Age: 59 | | INDEPENDENT TRUSTEES DERRICK BURKS Lead Independent Trustee | Age: 68 | | BONNIE S. BIUMI | Age: 63 | | VICTOR J. COLEMAN | Age: 63 | | STEVEN P. GRIMES | Age: 58 | | CHRISTIE B. KELLY | Age: 63 | | PETER L. LYNCH | Age: 73 | | DAVID R. O’REILLY | Age: 50 | | BARTON R. PETERSON | Age: 66 | | CHARLES H. WURTZEBACH, PH.D. | Age: 76 | | CAROLINE L. YOUNG | Age: 60 |
SUMMARY
| ABOUT THE MEETING: QUESTIONS & ANSWERS | 1 | | PROPOSAL 1: ELECTION OF TRUSTEES | 4 | | NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING | 4 | | VOTE REQUIRED AND RECOMMENDATION | 11 | | TRUSTEE SELECTION PROCESS | 12 | | TRUSTEE COMPENSATION | 14 | | TRUSTEE COMPENSATION TABLE | 15 | | CORPORATE GOVERNANCE AND BOARD MATTERS | 17 | | BOARD LEADERSHIP STRUCTURE | 18 | | BOARD COMMITTEES | 19 | | BOARD’S ROLE IN RISK OVERSIGHT | 21 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS | 22 | | COMMITTEE CHARTERS AND CORPORATE GOVERNANCE DOCUMENTS | 23 | | COMMUNICATIONS WITH THE BOARD | 23 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 24 | | EXECUTIVE OFFICERS | 24 | | PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 25 | | VOTE REQUIRED AND RECOMMENDATION | 25 | | COMPENSATION DISCUSSION AND ANALYSIS | 26 | | 2024 PERFORMANCE HIGHLIGHTS | 26 | | 2024 COMPENSATION HIGHLIGHTS | 27 | | COMPENSATION PHILOSOPHY AND OBJECTIVES | 27 | | RESULT OF 2024 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 28 | | COMPENSATION CONSULTANT | 28 | | PEER GROUP AND BENCHMARKING | 29 | | COMPONENTS OF EXECUTIVE COMPENSATION | 30 | | STATUS OF PERFORMANCE-BASED EQUITY AWARDS GRANTED SINCE 2021 | 35 | | OTHER COMPENSATION PLANS AND PERSONAL BENEFITS | 35 | | SHARE OWNERSHIP REQUIREMENTS | 36 | | CLAWBACK POLICY | 36 | | TIMING OF CERTAIN EQUITY AWARDS | 36 | | INSIDER TRADING POLICY | 36 | | TAX LIMITS ON EXECUTIVE COMPENSATION | 36 | | COMPENSATION COMMITTEE REPORT | 38 |
SUMMARY
| COMPENSATION OF EXECUTIVE OFFICERS AND TRUSTEES | 39 | | SUMMARY COMPENSATION TABLE | 39 | | GRANTS OF PLAN-BASED AWARDS IN 2024 | 40 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024 | 42 | | OPTION EXERCISES AND SHARES VESTED IN 2024 | 44 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 44 | | QUANTIFICATION OF BENEFITS UNDER TERMINATION EVENTS | 47 | | EQUITY COMPENSATION PLAN INFORMATION | 48 | | PAY RATIO DISCLOSURE | 48 | | PAY VERSUS PERFORMANCE | 49 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 | | VOTE REQUIRED AND RECOMMENDATION | 52 | | RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 53 | | REPORT OF THE AUDIT COMMITTEE | 54 | | PRINCIPAL SHAREHOLDERS | 55 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 58 | | OTHER MATTERS | 59 | | OTHER MATTERS TO COME BEFORE THE 2025 ANNUAL MEETING | 59 | | SHAREHOLDERS PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING | 59 | | HOUSEHOLDING OF PROXY MATERIALS | 59 | | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR SHAREHOLDER MEETING ON MAY 16, 2025 | 60 | | ANNEX A: DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS? The enclosed proxy for the Annual Meeting is being solicited by the Board. Proxies also may be solicited, without additional compensation, by our trustees and officers by mail, telephone or other electronic means or in person. We have also engaged Georgeson LLC to assist us in the solicitation of proxies for the annual meeting for an estimated fee of approximately $15,000 plus expenses. We are paying the costs of this solicitation, including the preparation, printing, mailing and website hosting of proxy materials. You should rely only on the information provided in this proxy statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this proxy statement is accurate as of any date other than the date of this proxy statement or, where information relates to another date set forth in this proxy statement, then as of that date.
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| | 2025 Proxy Statement / 3 |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
Election of Trustees Our Board is currently comprised of 11 trustees, each with terms expiring at the 2025 Annual Meeting. The following 11 nominees, all of whom are currently serving as trustees of the Company, have been recommended by our Board for reelection to serve as trustees for one-year terms until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified. Nominees for Election at the 2025 Annual Meeting The nominees for election at the 2025 Annual Meeting are:
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| John A. Kite | Bonnie S. Biumi | Derrick Burks | | Victor J. Coleman | Steven P. Grimes | Christie B. Kelly | | Peter L. Lynch | David R. O’Reilly | Barton R. Peterson | | Charles H. Wurtzebach | Caroline L. Young | |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
Based on its review of the relationships between the trustee nominees and the Company, the Board has affirmatively determined that all of our trustee nominees except for John A. Kite are “independent” trustees under the rules of the NYSE. The Board knows of no reason why any nominee would be unable to serve as a trustee. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Alternatively, the Board may, as permitted by our bylaws, decrease the size of our Board.
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| 4 / 2025 Proxy Statement | |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
The names, principal occupations and certain other information about the trustee nominees, as well as the key qualifications that led our Corporate Governance and Nominating Committee and our Board to conclude that such person is qualified to serve as a trustee, are set forth below.
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 59 Trustee since: 2004 Committees: None | JOHN A. KITE | | | Chairman of the Board of Trustees and Chief Executive Officer | | | Background: | | | Mr. Kite has served as Chairman of the Board since December 2008, as a trustee since our formation in March 2004, and as our Chief Executive Officer since our IPO in August 2004. He also served as our President from our IPO until December 2008. From 1997 to our IPO in 2004, he served as President and Chief Executive Officer of our predecessor and other affiliated companies (the “Kite Companies”). Mr. Kite is responsible for the Company’s strategic planning, operations, acquisitions and capital markets activities. Mr. Kite began his career in 1987 at Harris Trust and Savings Bank in Chicago, and he holds a B.A. in Economics from DePauw University. | | | Qualifications: | | | Mr. Kite’s long tenure as our Company’s leader provides us with stability and continuity. In particular, Mr. Kite has in-depth, long-standing knowledge of our assets, operations, markets and employees. Mr. Kite continues to provide our Board and management team with invaluable experience in managing and operating our real estate company. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 68 Trustee since: 2021 Committees: Audit Committee, Compensation Committee (Chair) | DERRICK BURKS | | | Lead Independent Trustee | | | Background: | | | Mr. Burks joined our Board in March 2021. Mr. Burks was a partner at Ernst & Young, LLP, a public accounting firm, from June 2002 until his retirement in June 2017, and served as the managing partner of the Indianapolis office from 2004 to 2017. From 1978 to 2002, Mr. Burks was employed by Arthur Andersen LLP, a public accounting firm, where he served for three years as the managing partner of the Indianapolis office. Mr. Burks has been a director of Equity LifeStyle Properties, Inc. (NYSE: ELS), a real estate investment trust (“REIT”), since February 2021. Mr. Burks has been a director of Duke Energy Corporation (NYSE: DUK), one of America’s largest energy holding companies, since March 2022. Mr. Burks was previously a director of Vectren Corporation, a publicly traded regional energy company, from 2017 until the time of its sale in 2019 and was a member of its Audit Committee and Finance Committee. He is a former member of the American Institute of Certified Public Accountants and the Indiana CPA Society and a former Commissioner of the Indiana State Board of Accountancy. Mr. Burks has been a member of the Board of Directors of the Indiana University Foundation since 2019 and a member of the Board of Directors of Heart Change Ministries, Inc. since 2018. He is actively involved in civic and community activities working with various agencies, including Indiana University’s Kelley School of Business Dean’s Advisory Council. Mr. Burks received a B.S. in Accounting from Indiana University. | | | Qualifications: | | | Throughout his career, Mr. Burks has served companies in various industries, including energy, manufacturing, mass merchandising, and logistics with a focus for more than 25 years in real estate and REITs. Mr. Burks’s business experience, spanning small businesses, large international corporations and public companies, and his extensive merger and acquisition, capital markets, enterprise risk and SEC expertise, particularly in the REIT space, brings valuable insight to our Board. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| | 2025 Proxy Statement / 5 |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 63 Trustee since: 2021 Committees: Audit Committee | BONNIE S. BIUMI | | | Independent Trustee | | | Background: | | | Ms. Biumi joined our Board in October 2021, following our merger with Retail Properties of America, Inc. (“RPAI”). Ms. Biumi served as one of RPAI’s directors from 2015 until the merger. Ms. Biumi has over 40 years of experience, including in public accounting roles, as a Chief Financial Officer, and in other senior-level financial positions at both public and private companies. Most recently, Ms. Biumi served as President and Chief Financial Officer of Kerzner International Resorts, Inc., a developer, owner and operator of destination resorts, casinos and luxury hotels, from 2007 to 2012. Ms. Biumi previously held senior-level financial positions at NCL Corporation, Ltd. (NYSE: NCLH), Royal Caribbean Cruises, Ltd. (NYSE: RCL), Neff Corporation (now United Rentals, Inc.), Peoples Telephone Company, Inc. and Price Waterhouse. Ms. Biumi is a member of the Board of Directors of Caesars Entertainment, Inc. (NASDAQ: CZR) and serves on its Audit Committee. In addition, she serves on the Board of Directors and is the chair of the Audit Committee for MarineMax (NYSE: HZO) as well as the chair of the Audit Committees for Virgin Cruises Limited and Virgin Cruises Intermediate Limited, both privately owned companies. Previously, from 2012 to 2017, Ms. Biumi served on the Board of Directors of Isle of Capri Casinos, Inc., and from 2013 to 2015, she served on the Board of Directors of Home Properties, Inc. Ms. Biumi received a B.S. in Accounting from the University of Florida and is a certified public accountant. | | | Qualifications: | | | Ms. Biumi’s financial experience, including her service as Chief Financial Officer and in other senior-level financial positions of both public and private companies, and experience as a certified public accountant, brings financial expertise to the Board. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 63 Trustee since: 2012 Committees: Compensation Committee | VICTOR J. COLEMAN | | | Independent Trustee | | | Background: | | | Mr. Coleman joined our Board in November 2012. Mr. Coleman has served as Chief Executive Officer for Hudson Pacific Properties, Inc. (NYSE: HPP) and Chairman of the Board of Directors since its IPO in 2010. Prior to his current roles, Mr. Coleman founded and served as Managing Partner of Hudson Pacific’s predecessor company, Hudson Capital. Mr. Coleman serves on the boards of Ronald Reagan UCLA Medical Center, Fisher Center for Real Estate & Urban Economics, Young Presidents’ Organization Gold Los Angeles, Los Angeles Sports & Entertainment Commission, as well as its philanthropic initiative, ChampionLA, and is a member of NAREIT's Advisory Board of Governors. He is also a former board member for several other public companies, including Douglas Emmett, Inc. Mr. Coleman received the City of Hope’s Spirit of Life Award from the Los Angeles Real Estate & Construction Industries Council, the Real Star of Hollywood Award from the Friends of the Hollywood Central Park, and was recognized as a Treasure of Los Angeles by Central City Association. He is an investor in the NHL team, Vegas Golden Knights. He holds an MBA from Golden Gate University and a B.A. in History from the University of California, Berkeley. | | | Qualifications: | | | Mr. Coleman brings critical real estate investment industry expertise to our Company. He also has keen insight into the investment community as the Chairman and Chief Executive Officer of a publicly listed REIT. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| 6 / 2025 Proxy Statement | |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 58 Trustee since: 2021 Committees: Audit Committee | STEVEN P. GRIMES | | | Independent Trustee | | | Background: | | | Mr. Grimes joined our Board in October 2021, following our merger with RPAI. Mr. Grimes served as RPAI’s Chief Executive Officer from 2009 until the merger, and as one of its directors since 2011. Previously, Mr. Grimes was President of RPAI from October 2009 to May 2018; Chief Financial Officer of RPAI from November 2007 to December 2011; Chief Operating Officer of RPAI from November 2007 to October 2009, and Treasurer of RPAI from October 2008 to December 2011. From February 2004 to November 2007, Mr. Grimes served as Principal Financial Officer and Treasurer and Chief Financial Officer of Inland Western Retail Real Estate Advisory Services, Inc., RPAI’s former business manager/ advisor. Previously, Mr. Grimes served as a Director with Cohen Financial, a mortgage brokerage firm, and as a senior manager with Deloitte & Touche LLP in their Chicago-based real estate practice where he was a national deputy real estate industry leader. Mr. Grimes is an active member of various real estate trade associations, including the National Association of Real Estate Investment Trusts, the International Council of Shopping Centers, and The Real Estate Roundtable. Mr. Grimes received a B.S. in Accounting from Indiana University. | | | Qualifications: | | | Mr. Grimes’s experience as Chief Executive Officer of RPAI prior to its merger with the Company allows him to bring valuable knowledge of RPAI’s portfolio and strategies to the Board. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 63 Trustee since: 2013 Committees: Audit Committee, Corporate Governance and Nominating Committee | CHRISTIE B. KELLY | | | Independent Trustee | | | Background: | | | Ms. Kelly joined our Board in May 2013. Ms. Kelly most recently served as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE: O), a publicly traded triple-net lease REIT, from January 2021 until retiring in December 2023. Previously, Ms. Kelly served as the Global Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL), a publicly traded financial and professional services firm specializing in real estate. Ms. Kelly worked at Jones Lang LaSalle from July 2013 to September 2018, bringing with her 25 years of experience in financial management, mergers and acquisitions, information technology, and investment banking. From 2009 to 2013, Ms. Kelly was the Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE), a publicly traded REIT. Prior to that, she was a Senior Vice President, Global Real Estate, with Lehman Brothers where she led real estate equity syndication in the United States and Canada. Ms. Kelly spent most of her early career at General Electric, holding a variety of domestic and global leadership roles for GE Real Estate, GE Capital, GE Corporate Audit, and GE Medical Systems. Ms. Kelly serves on the Board of Directors for Park Hotels & Resorts Inc. (NYSE: PK), a publicly traded lodging REIT, and served on the board of Realty Income Corporation from November 2019 until January 2021. Ms. Kelly also serves on the board of Gilbane Inc., a privately held global building and development services company. Ms. Kelly received a B.A. in Economics from Bucknell University, where she currently serves as an advisory Board trustee focused upon developing Real Estate as a cross-disciplinary minor. | | | Qualifications: | | | Ms. Kelly’s significant real estate and financial experience provides our Board with a strong level of knowledge and expertise regarding real estate companies. Her career as a real estate investment executive enriches our corporate diversity and industry expertise. In particular, Ms. Kelly has first-hand and extensive experience in the development and operation of real estate assets through her roles with Realty Income, JLL, General Electric, Lehman Brothers, and Duke Realty. Additionally, Ms. Kelly’s previous service as Chief Financial Officer at three publicly traded companies provides a valuable operational and financial accounting perspective to our Board. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| | 2025 Proxy Statement / 7 |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 73 Trustee since: 2021 Committees: Corporate Governance and Nominating Committee | PETER L. LYNCH | | | Independent Trustee | | | Background: | | | Mr. Lynch joined our Board in October 2021, following our merger with RPAI. Mr. Lynch served as one of RPAI’s directors from 2014 until the merger. Mr. Lynch served as Chairman of the Board of Directors, President and Chief Executive Officer, from 2006 to March 2012, and Chief Executive Officer, from 2004 to 2006, of Winn-Dixie Stores, Inc., a supermarket chain operating approximately 485 combination food and drug stores throughout the southern United States and a Nasdaq-listed company prior to its merger with BI-LO, LLC in December 2011. From 1998 through 2003, Mr. Lynch held various positions of increasing responsibility, including President and Chief Operating Officer and Executive Vice President-Operations, with Albertson’s, Inc., a national retail food and drug chain comprised of 2,500 stores operating under the Albertson’s, Jewel/Osco, ACME, Sav-on and Osco names. Mr. Lynch also held executive positions with Jewel/Osco, including President of the ACME division and Senior Vice President of Store Operations. Mr. Lynch began his career with Star Markets Company, a regional retailer, serving as Vice President of Operations and Vice President of Human Resources before being named its President. Mr. Lynch serves on the Board of Directors of Alcanna Inc. (formerly Liquor Stores N.A. Ltd.) (TSX: CLIQ). Mr. Lynch also serves on the board of Sid Wainer & Son, a privately held company located in New Bedford, Massachusetts. Mr. Lynch is a member of the Board of Trustees of Nichols College and is a Trustee of the Willowbend Country Club. Mr. Lynch received a B.S. in Finance from Nichols College. | | | Qualifications: | | | Mr. Lynch’s leadership experience, including his service as President and Chief Executive Officer of a retail grocer and Nasdaq-listed company, and his knowledge of financial management, strategic business planning, mergers and acquisitions and of both retail and non-retail operations allows Mr. Lynch to provide valuable insight in each of these areas. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 50 Trustee since: 2013 Committees: Audit Committee, Compensation Committee | DAVID R. O’REILLY | | | Independent Trustee | | | Background: | | | Mr. O’Reilly joined our Board in August 2013. Mr. O’Reilly has served as the Chief Executive Officer and a Director of Howard Hughes Holdings Inc. (“HHH”) since December 2020, where he is responsible for driving sustainable growth of the company’s assets and unlocking meaningful long-term value across the company’s portfolio. He previously served as HHH’s President and as its Chief Financial Officer, the role in which he joined HHH in 2016. Prior to joining HHH, Mr. O’Reilly served as Executive Vice President, Chief Investment Officer of Parkway Properties, Inc., a publicly traded office REIT (NYSE: PKY) from November 2011 to October 2014, and as Chief Financial Officer from August 2012 to October 2016. He also served as Parkway’s Interim Chief Financial Officer from May 2012 to August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He also served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, IPOs and single asset and pooled CMBS transactions. Mr. O’Reilly graduated from Tufts University with a B.S. in Civil Engineering and received his MBA from Columbia University. | | | Qualifications: | | | Mr. O’Reilly’s significant experience in commercial real estate investment and finance and his experience as a Chief Executive Officer, Chief Investment Officer and Chief Financial Officer of publicly traded companies allows him to make valuable contributions to the Company and the Board in these areas. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| 8 / 2025 Proxy Statement | |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 66 Trustee since: 2013 Committees: Corporate Governance and Nominating Committee | BARTON R. PETERSON | | | Independent Trustee | | | Background: | | | Mr. Peterson joined our Board in November 2013. From January 2019 until his retirement in August 2024, Mr. Peterson served as President and Chief Executive Officer of Christel House International, a non-profit organization dedicated to transforming the lives of impoverished children around the world through K-12 education and college and career support. Previously, Mr. Peterson served as Senior Vice President of Corporate Affairs and Communications and as a member of the Executive Committee at Eli Lilly and Company from 2009 to 2017. Prior to joining Eli Lilly, Mr. Peterson was Managing Director at Strategic Capital Partners, LLC from June 2008 to June 2009. During spring 2008, Mr. Peterson was a fellow with the Institute of Politics of Harvard University’s Kennedy School of Government. During the 2008-2009 academic year, Mr. Peterson was a Distinguished Visiting Professor of Public Policy at Ball State University. From 2000 to 2007, Mr. Peterson served two terms as Mayor of Indianapolis, Indiana. Mr. Peterson also served as President of the National League of Cities in 2007. Mr. Peterson received a B.A. in Political Science from Purdue University and a J.D. from the University of Michigan. | | | Qualifications: | | | Mr. Peterson’s experience in corporate affairs and communications at a large publicly traded company and his significant background and stature as a business and civic leader strengthen our Board and contribute unique experience in public outreach and governance that is invaluable to our Company. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 76 Trustee since: 2014 Committees: Audit Committee (Chair) | CHARLES H. WURTZEBACH, PH.D. | | | Independent Trustee | | | Background: | | | Dr. Wurtzebach joined our Board in July 2014. Dr. Wurtzebach served as the Douglas and Cynthia Crocker Endowed Director of The Real Estate Center at DePaul University in Chicago, Illinois, from 2015 to 2022. In recognition of his contributions, he was named Professor Emeritus in 2022. Dr. Wurtzebach joined the faculty at DePaul University in January 2009. From 1999 to November 2008, Dr. Wurtzebach served as Managing Director and Property Chief Investment Officer of Henderson Global Investors (North America) Inc., where he was responsible for the strategic portfolio planning and the overall management of Henderson’s North American business. Dr. Wurtzebach was President and Chief Executive Officer of Heitman Capital Management from June 1994 to May 1998 and President of JMB Institutional Realty from June 1991 to June 1994. In addition, Dr. Wurtzebach was the Director of the Real Estate and Urban Land Economics program within the Graduate School of Business at the University of Texas at Austin from 1974 to 1986. Dr. Wurtzebach currently serves as an independent director of the board of directors of RREEF Property Trust, Inc., where he also serves as the Chairman of the Audit Committee. He also served as an independent director of Inland Diversified Real Estate Trust, Inc., a publicly registered, non-traded REIT, from 2009 until 2014 and as Chairman of the Audit Committee. Dr. Wurtzebach has co-authored or co-edited several books, including Modern Real Estate, co-authored with Mike Miles, and Managing Real Estate Portfolios, co-edited with Susan Hudson-Wilson, and numerous academic and professional articles. A frequently featured speaker at professional and academic gatherings, Dr. Wurtzebach was the 1994 recipient of the prestigious Graaskamp Award for Research Excellence presented by the Pension Real Estate Association and is a member of the American Real Estate Society and a past president and director of the Real Estate Research Institute. Dr. Wurtzebach obtained his B.S. in Finance from DePaul University, an MBA from Northern Illinois University and a Ph.D. in Finance from the University of Illinois at Urbana-Champaign. | | | Qualifications: | | | Dr. Wurtzebach brings a variety of valuable perspectives to our Board through his academic experience as a real estate professor, industry experience as an executive for investment management companies and his board experience with a public non-listed REIT. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| | 2025 Proxy Statement / 9 |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| Age: 60 Trustee since: 2020 Committees: Corporate Governance and Nominating Committee (Chair) | CAROLINE L. YOUNG | | | Independent Trustee | | | Background: | | | Ms. Young joined our Board in May 2020. Ms. Young has served as the Founder and Chief Executive Officer of Craftsbury Consulting, LLC since August 2020, which provides exit facilitation work for business owners and private equity firms, as well as one-on-one coaching, workshops and retreats focused on helping women excel in their career paths. Previously, Ms. Young was a partner at Hammond, Kennedy, Whitney & Company, Inc. (“HKW”), a private equity firm focused on middle-market investments. For most of Ms. Young’s tenure at HKW, she was in charge of all HKW divestitures, working with HKW’s portfolio companies on strategic initiatives during the hold period and then shepherded those companies through the sale process. In addition, Ms. Young served on the board of directors at numerous HKW portfolio companies including Indigo Wild, LLC, a bath, skin, home and cleaning products company; Partners In Leadership LLC, a provider of accountability and cultural improvement training and consulting; Royal Camp Services, LTD, a remote workforce accommodations and catering business; and Brant InStore Corporation, a full-service printing company focused on point-of-sale marketing solutions. In addition, Ms. Young lead HKW’s environmental, social, and governance (“ESG”) initiative for 18 months, collaborating with the sourcing, transactions and operations teams to focus on ESG aspects of companies during the acquisition process as well as during HKW’s hold period. Prior to joining HKW in 2001, Ms. Young practiced law at the Indianapolis law firm of Wooden & McLaughlin, LLP, representing corporate defendants in complex commercial litigation, product liability and professional malpractice cases. Ms. Young currently serves on the board of Providence Cristo Rey High School, a college preparatory school offering a transformational educational experience to students with economic need. Ms. Young earned a B.S. from the University of Vermont, graduating summa cum laude and a J.D. from the University of Virginia School of Law. | | | Qualifications: | | | Ms. Young’s significant business and board experiences, including financial, legal and operational knowledge and expertise, provide valuable contributions to the Company and the Board. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| 10 / 2025 Proxy Statement | |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
The affirmative vote of a majority of the votes cast at the Annual Meeting with respect to the matter is necessary for the election of a trustee. For purposes of the election of trustees, a majority of the votes cast means that the number of votes cast “for” a trustee’s election exceeds the number of votes cast “against” that trustee’s election. Abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and thus will have no effect on the result of the vote. There is no cumulative voting with respect to the election of trustees. Pursuant to our corporate governance guidelines, if an incumbent trustee fails to receive a majority of the votes cast in an uncontested election, the trustee will promptly offer to tender his or her resignation as a trustee, subject to acceptance by the Board. The Corporate Governance and Nominating Committee must make a recommendation to the Board as to whether to accept or reject such offer to resign or whether other action should be taken with respect to such offer to resign. The Board must publicly disclose within 90 days of certification of the shareholder vote its decision and rationale regarding whether to accept, reject or take other action with respect to such resignation offer. If any trustee’s offer to resign is not accepted by the Board, such trustee will continue until his or her successor is elected and qualifies or his or her earlier resignation or removal. If any trustee’s offer to resign is accepted by the Board, then such trustee will thereupon cease to be a trustee of the Company, and the Board, in its sole discretion, may fill the resulting vacancy or may decrease the size of the Board pursuant to the Company’s bylaws.
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| | OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE. |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
| | 2025 Proxy Statement / 11 |
WHO IS SOLICITING THE PROXIES AND WHO PAYS THE COSTS?
Trustee Selection Process
CONTINUING EDUCATION
| Name | Fees Paid in Cash | Common Share and Unit Awards(1) | Total | | William E. Bindley(2) | $58,333 | — | $58,333 | | Bonnie S. Biumi | $97,500 | $130,020 | $227,520 | | Derrick Burks | $132,917 | $130,020 | $262,937 | | Victor J. Coleman | $47,543 | $177,477(3) | $225,020 | | Gerald M. Gorski(4) | $39,583 | — | $39,583 | | Steven P. Grimes | $97,500 | $130,020 | $227,520 | | Christie B. Kelly | $97,500 | $130,020 | $227,520 | | Peter L. Lynch | $95,000 | $130,020 | $225,020 | | David R. O’Reilly | $107,500 | $130,020 | $237,520 | | Barton R. Peterson | $95,000 | $130,020 | $225,020 | | Charles H. Wurtzebach | $110,000 | $130,020 | $240,020 | | Caroline L. Young | $105,000 | $130,020 | $235,020 |
CONTINUING EDUCATION
| (1) The amounts disclosed in the “Common Share and Unit Awards” column reflect the aggregate grant date fair value of equity awards granted pursuant to the Amended and Restated 2013 Equity Incentive Plan. For the annual equity grant on May 30, 2024, the number of common share awards granted was determined based on the closing price of the Company’s common stock on May 29, 2024, but the amount reflected in this column reflects the grant date fair value of such awards. |
CONTINUING EDUCATION
| (3) In addition to the annual equity grant of 6,233 shares with a grant date fair value of $130,020, Mr. Coleman has elected to participate in the Trustee Plan, and in addition to the current receipt of $47,543 as shown and reflected in the “Fees Paid in Cash” column, he received 2,043 deferred share units (519 deferred share units with a grant date fair value of $11,864; 547 deferred share units with a grant date fair value of $11,859; 530 deferred share units with a grant date fair value of $11,862; and 447 deferred share units with a grant date fair value of $11,872). |
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024 The following table provides information on the aggregate number of unvested share awards outstanding as of the fiscal year ended December 31, 2024, for each of the trustees included in the above Trustee Compensation Table.
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
| Name | Unvested Restricted Common Share Awards Outstanding as of December 31, 2024 (#) | | William E. Bindley | — | | Bonnie S. Biumi | 6,233 | | Derrick Burks | 6,233 | | Victor J. Coleman | 6,233 | | Gerald M. Gorski | — | | Steven P. Grimes | 6,233 | | Christie B. Kelly | 6,233 | | Peter L. Lynch | 6,233 | | David R. O’Reilly | 6,233 | | Barton R. Peterson | 6,233 | | Charles H. Wurtzebach | 6,233 | | Caroline L. Young | 6,233 |
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
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OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
The business and affairs of the Company are managed under the direction of our Board, and the Company conducts its business through meetings of the Board and its Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Our corporate governance structure closely aligns our interests with those of our shareholders. Notable features include:
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
| What we do | 91% Independent Trustees. Ten of our current trustees are “independent” as defined by the NYSE. | | | Entirely Independent Committees. All members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent. | | | Lead Independent Trustee. Lead Independent Trustee strengthens the role of our independent trustees and encourages independent Board leadership. | | | Majority Voting for Trustees. Trustees must be elected by a majority of votes cast in uncontested elections. | | | Share Ownership Guidelines. Guidelines require our CEO and other named executive officers to own equity with an aggregate value of 10x and 3x or 2x base salary, respectively. All non-employee trustees must own equity with an aggregate value of 5x their annual retainer within five years of their appointment to the Board. | | | Anti-Hedging Policy. Our anti-hedging policy prohibits our trustees, executives, and employees from engaging in transactions designed to hedge against losses from their share ownership. | | | ESG Task Force. A task force, led by our Chairman and Chief Executive Officer, reviews ESG issues that are important to investors and regularly reports to the Board on the Company’s ESG efforts. In June 2024, we published our annual Corporate Responsibility Report. | | | Shareholders’ Power to Amend Bylaws. The Company’s Declaration of Trust empowers shareholders to amend the Company’s Bylaws. |
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
| What we don’t do | No Classified Board. Our trustees are elected annually for a one-year term. | | | No Significant Related Party Transactions. We do not currently have any significant related party transactions, and we have robust related party transaction review and approval procedures. | | | Opted Out of Maryland Anti-Takeover Statutes. We opted out of the Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute. | | | No Poison Pill. The Company does not have a “poison pill” or shareholder rights plan. |
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
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OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2024
Board Leadership Structure
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
| Formulaic Annual Incentives | Annual cash bonus payments are based on a pre-established formula 2024 payouts were calculated 80% based on objective financial and operating performance metrics tied to our strategic business plan, which are designed to be challenging and rigorous to ensure that we remain focused on growth and our overall business strategy Individual performance component represents 20% of the program and allows for a subjective assessment of performance on a more holistic basis and considers factors that may not be quantifiable |
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
| Significant Alignment with Shareholders | The majority of equity awards are granted in the form of performance-based equity, which represents 60% of the target value for each NEO 2024 performance-based equity awards are earned based on relative TSR performance versus shopping center REITs and requires performance at the 80th percentile to earn the full award Time-based awards are not guaranteed, and the value varies each year Time-based awards and performance-based awards include a mandatory post-vest holding period of two years |
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
| • | Use a balanced approach that rewards both short-term and long-term performance and does not incentivize excessive risk-taking; and |
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
| • | The majority of NEO compensation is variable and at-risk subject to the achievement of rigorous performance goals. |
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Peer Group and Benchmarking In making compensation decisions, the Compensation Committee compares the Company’s compensation programs and performance to certain peer group companies. On an annual basis, we review our peer group to ensure the overall composite reflects an appropriate comparator group. In 2024, the Compensation Committee determined the prior year’s peer group remained appropriate and no changes were made. The current peer group continues to only include retail peers that range between 0.3x to 3.0x our size, with our implied equity market capitalization and total capitalization placing us at the approximate 75th percentile of our peer group. For compensation decisions made in early 2024 and early 2025, the Compensation Committee used a peer group consisting of the following companies:
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
| (2) Retail Opportunity Investments Corp. was in our peer group in 2024. In early 2025, Retail Opportunity Investments Corp. was acquired and trading of its stock was suspended. |
HEATH R. FEAR—EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Although the Compensation Committee uses peer group data to guide its review of our NEOs’ total compensation and generally reviews the compensation data of the peer group and industry to understand market competitive compensation, the Compensation Committee does not benchmark compensation to a specific percentage of the compensation of this comparative group or otherwise apply a formula or assign this comparative group a relative weight.
BASE SALARIES
BASE SALARIES Base salaries are intended to provide our NEOs with a fixed and certain amount of compensation for services provided. The Compensation Committee determines the base salary level of our NEOs by evaluating, among other things, the responsibilities of the position held, the experience of the individual and the average base salaries of similar positions in the Company’s peer group. Base salaries for our NEOs typically are established in the first quarter of the year, and the Compensation Committee reviewed the base salaries of our NEOs in the first quarter of 2024 taking into consideration competitive market data, internal equity pay factors, and the Company’s strong performance over the past several years. Taking into account base salaries of similarly situated executives at peer companies, our strong performance, and the fact that base salaries were not raised in 2023, the Compensation Committee determined that base salaries would increase in 2024 by the percentages shown below.
SHORT-TERM INCENTIVE COMPENSATION
SHORT-TERM INCENTIVE COMPENSATION The Compensation Committee awards executives with annual short-term incentive compensation as a means to motivate and reward our NEOs. The Compensation Committee believes that annual bonuses play a significant role in motivating NEOs to accomplish near-term priorities that ultimately provide increases in shareholder value.
2024 Short-Term Incentive Opportunities
2024 Short-Term Incentive Opportunities In February 2024, the Compensation Committee determined that, for 2024, each of our NEOs would be eligible to receive a short-term incentive compensation award at the threshold, target or maximum level equal to the following percentages of their annual base salaries. Consistent with prior years, threshold performance will result in an award at 60% of each NEO’s target amount and maximum performance will result in an award at 200% of each NEO’s target amount:
2024 Short-Term Incentive Opportunities
| | % of Base Salary | | | | Named Executive Officer | Threshold | Target | Maximum | | John A. Kite | 90% | 150% | 300% | | Thomas K. McGowan | 60% | 100% | 200% | | Heath R. Fear | 60% | 100% | 200% |
2024 Short-Term Incentive Opportunities
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2024 Short-Term Incentive Opportunities
In February 2024, the Compensation Committee approved targets and performance metrics to evaluate 2024 performance using a formulaic approach. In February 2025, the Compensation Committee approved short-term incentive compensation payouts for our NEOs based on our performance relative to these targets and metrics. Award determinations with respect to 2024 performance were based on (i) the achievement of the following objective corporate performance metrics against threshold, target and maximum values established in February 2024 for each such corporate performance metric and (ii) a subjective assessment of each individual executive’s performance, weighted as indicated:
2024 Short-Term Incentive Opportunities
| Performance Criteria | Weighting | Rationale for Including in Plan | | 2024 FFO/share(1) | 25% | Key profitability metric as measured by the most frequently referenced REIT earnings measure | | Same Property NOI(1) | 20% | Key indicator of the management team’s effectiveness at leading the Company in the management of our properties | | Retail Portfolio Leased Rate | 20% | Key metric used to assess REIT operating performance | | ESG Items | 15% | Consistent with our commitment to be a responsible corporate citizen and execute ESG initiatives that deliver sustained value to our stakeholders | | Individual Performance | 20% | Holds our NEOs responsible for successfully performing their responsibilities and in executing the Company’s strategic business plan |
2024 Short-Term Incentive Opportunities
| (1) See “ANNEX A: Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures.” 2024 FFO/share was adjusted to eliminate the impact of the outperformance component of the 2024 short-term cash incentive compensation for employees and NEOs. |
2024 Short-Term Incentive Opportunities
In reviewing Company performance, the Compensation Committee compared our 2024 results under each of the above performance criteria to the following ranges, and the Company performed at or above target in all of the metrics in the short-term incentive compensation program:
2024 Short-Term Incentive Opportunities
| Performance Criteria | | Threshold | Target | Maximum | | Results | | 2024 FFO/share(1) | | $1.98 | $2.03 | $2.08 | | $2.09(2) | | Same Property NOI(1) | | 0.5% | 1.5% | 2.5% | | 3.0% | | Retail Portfolio Leased Rate | | 93.9% | 95.0% | 96.0% | | 95.0% | | Number of ESG Items (out of 15 points)(3) | | 5 | 10 | 15 | | 14 |
2024 Short-Term Incentive Opportunities
| (1) In order to design rigorous short-term incentive compensation metrics, the Compensation Committee set the 2024 FFO/share target at the midpoint of the Company’s initial guidance (with maximum goal in excess of the high end of the Company’s initial guidance) and the Same Property NOI target at the midpoint of the Company’s initial guidance (with the maximum goal in excess of the high end of the Company’s initial guidance). |
2024 Short-Term Incentive Opportunities
| (2) Reflects an adjustment from reported FFO/share of approximately $0.02/share to eliminate the impact of the outperformance component of the 2024 short-term cash incentive compensation for employees and NEOs. |
2024 Short-Term Incentive Opportunities
| (3) Based on accomplishing the following ESG Items (each worth up to 1 point unless otherwise noted): (i) complete 10 LED projects, (ii) complete 10 smart irrigation projects, (iii) obtain IREM certificates for an additional 24 properties, (iv) install EV charging stations at an additional 10 properties, (v) publish a corporate sustainability report and receive external data assurance (up to 3 points), (vi) scores from key third-party ESG surveys (up to 6 points), and (vii) progress toward other long-term ESG goals (up to 2 points). |
2024 Short-Term Incentive Opportunities
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2024 Short-Term Incentive Opportunities
With respect to the individual performance component of the short-term incentive compensation determination, the Compensation Committee concluded that Messrs. Kite, McGowan and Fear merited a performance rating at the maximum for each executive based on the following key factors:
2024 Short-Term Incentive Opportunities
| • | significant operational achievements as noted above under “2024 Performance Highlights” |
2024 Short-Term Incentive Opportunities
| • | our TSR performance, including performance at the approximate 75th percentile, 88th percentile and median over the five-year, three-year and one-year periods, respectively |
2024 Short-Term Incentive Opportunities
| • | all-time high annual leasing volume at strong spreads |
2024 Short-Term Incentive Opportunities
| • | operating margins and metrics are among the best in the open-air retail sector |
2024 Short-Term Incentive Opportunities
| • | our continued strong balance sheet and credit rating upgrade with a stable outlook from two rating agencies |
2024 Short-Term Incentive Opportunities
The Compensation Committee also considered the input of Mr. Kite when assessing the individual performance component with respect to Messrs. McGowan and Fear, principally because the Compensation Committee believes that Mr. Kite’s input is valuable given his knowledge of our operations, the day-to-day responsibilities and performance of Messrs. McGowan and Fear, the real estate industry generally and the markets in which we operate. For 2024, based on the above formulas, the Company’s actual results and the Compensation Committee’s assessment of each NEO’s performance, the following short-term incentive compensation was awarded. The awards were paid in cash:
2024 Short-Term Incentive Opportunities
| Named Executive Officer | 2024 Year End Short-Term Incentive Compensation | | John A. Kite | $2,655,000 | | Thomas K. McGowan | $1,062,000 | | Heath R. Fear | $1,062,000 |
2025 SHORT-TERM INCENTIVE STRUCTURE
2025 SHORT-TERM INCENTIVE STRUCTURE For 2025, the Compensation Committee has approved a formula that will include threshold, target and maximum performance goals for the following measures:
2025 SHORT-TERM INCENTIVE STRUCTURE
| 2025 Measures | Weighting | | FFO/share | 30% | | Same Property NOI | 25% | | Retail Portfolio Leased Rate | 25% | | Individual Performance | 20% |
LONG-TERM INCENTIVE COMPENSATION (“LTI”)
LONG-TERM INCENTIVE COMPENSATION (“LTI”) All share-based compensation awards to NEOs are granted by the Compensation Committee. The Compensation Committee awards share-based incentive compensation because it believes such compensation aligns the interests of our NEOs with those of our shareholders, consistent with our pay-for-performance philosophy.
LONG-TERM INCENTIVE COMPENSATION (“LTI”)
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Annual Equity Awards
Annual Equity Awards For 2024, the annual equity compensation program was bifurcated into two components as follows:
Annual Equity Awards
| Annual Equity Awards | | | Performance-Based | Time-Based | | Performance-Based LTIP Units: Provide incentive to achieve long-term, objective goals and deliver significant returns to shareholders, plus a holding period following the vesting date | Time-Based LTIP Units: Promotes the retention of our NEOs over a multi-year vesting period, plus a holding period following the vesting date | | 60% Core LTI Compensation | 40% Core LTI Compensation |
Annual Equity Awards
The Compensation Committee approved 2024 target long-term incentive values in February 2024 for each of the NEOs as set forth below:
Annual Equity Awards
| Named Executive Officer | Total Target Value | = | Target Performance- Based LTIP Units | + | Target Time-Based LTIP Units | | John A. Kite | $4,500,000 | = | $2,700,000 | + | $1,800,000 | | Thomas K. McGowan | $1,500,000 | = | $900,000 | + | $600,000 | | Heath R. Fear | $1,400,000 | = | $840,000 | + | $560,000 |
Annual Equity Awards
The grant date of such awards is established when the Compensation Committee approves the grant and all key terms have been determined. In some cases, the Compensation Committee may select a future date as the grant date. Performance-Based Awards. In February 2024, the Compensation Committee granted performance-based awards in the form of performance-based LTIP Units (“LTIP Units”). LTIP Units are a special class of limited partnership units in the Operating Partnership that are intended to qualify as “profits interests” for U.S. federal income tax purposes. Each NEO received a number of performance-based LTIP Units equal to the maximum dollar value approved by the Compensation Committee, divided by the closing stock price on the date of grant of $21.48 per LTIP Unit, with the target dollar value and maximum number of units, as follows:
Annual Equity Awards
| Named Executive Officer | Target Performance- Based LTIP Units ($ value) | Maximum Performance- Based LTIP Units (# of units) | | John A. Kite | $2,700,000 | 282,822 | | Thomas K. McGowan | $900,000 | 94,274 | | Heath R. Fear | $840,000 | 87,989 |
Annual Equity Awards
The actual number of performance-based LTIP Units that each NEO will earn will be between 0% and 100% of the maximum number of performance-based LTIP Units granted to him, depending on the achievement of the applicable performance criteria. Because the number of performance-based LTIP Units that will be earned, if any, will not be determined until the end of the three-year performance period, the actual value of the performance-based LTIP Units will depend on the Company’s achievement of the applicable performance criteria. The performance-based LTIP Units are eligible to become earned based on the TSR of the Company’s common shares over a three-year performance period commencing as of the grant date (February 16, 2024 through February 15, 2027), relative to the TSRs of the companies that comprise the FTSE Nareit Equity Shopping Center Index over the same time period.
Annual Equity Awards
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Annual Equity Awards
After our TSR percentile for the three-year performance period is determined, the number of performance-based LTIP Units that will be earned by each NEO will be determined by multiplying the NEO’s maximum number of performance-based LTIP Units by the applicable percentage listed in the following table (not to exceed the maximum number of performance-based LTIP Units granted). To the extent performance falls between two levels in the table below, linear interpolation will apply in determining the percentage of the performance-based LTIP Units that are earned.
Annual Equity Awards
| | TSR Percentile for the Performance Period | Number of Earned Performance-Based LTIP Units | | Maximum | 80th percentile | 100% of the Maximum Number of Performance-Based LTIP Units | | Target | 55th percentile | 44% of the Maximum Number of Performance-Based LTIP Units | | Threshold | 30th percentile | 22% of the Maximum Number of Performance-Based LTIP Units |
Annual Equity Awards
Subject to the NEO’s continued service with the Company through the end of the performance period, earned performance-based LTIP Units will vest as of the date the Compensation Committee determines whether and to the extent the performance criteria have been achieved and will be subject to an additional two-year post-vesting holding period. Any performance-based LTIP Units that do not become earned with respect to the performance period will be forfeited. Distributions will accrue during the performance period and will be paid only on performance-based LTIP Units that are earned at the conclusion of the performance period. Any accrued distributions on earned performance-based LTIP Units will be settled in cash at such time. Time-Based Award Targets and Awards. For the annual equity incentive award for 2024, the Compensation Committee set time-based equity incentive award targets equal to 40% of the overall target for the NEOs. The actual value of the ultimate award could vary upward or downward from the target value based on the Compensation Committee’s evaluation of 2024 performance. The Compensation Committee had the discretion to grant time-based equity awards between 50% and 150% of the target value for each NEO. In determining the value of the 2024 time-based awards, the Compensation Committee reviewed performance as outlined under “2024 Performance Highlights” above. In particular, the Compensation Committee noted that the Company performed at the top of the market in a variety of measures, including:
Annual Equity Awards
| • | our market-leading TSR performance, including performance ranging between the approximate median and 88th percentile over the past five years |
Annual Equity Awards
| • | delivering strong absolute TSR, including 15.5%, 32.3% and 59.4% over the one-year, three-year and five-year periods, respectively |
Annual Equity Awards
| • | all-time high annual leasing volume at strong spreads |
Annual Equity Awards
| • | operating margins and metrics are among the best in the open-air retail sector |
Annual Equity Awards
Based on its review of 2024 performance, in February 2025, the Compensation Committee determined that each of Messrs. Kite, McGowan and Fear would be awarded 150% of the target value for the time-based awards. With respect to the annual time-based equity awards, each NEO may choose to receive LTIP Units or restricted common shares. Each of our NEOs elected to receive time-based LTIP Units, which, based on the closing price of our common shares on February 18, 2025 of $22.42, resulted in time-based LTIP Unit awards in the following amounts:
Annual Equity Awards
| Named Executive Officer | Time-Based LTIP Units at 150% of Target ($ value) | Time-Based LTIP Units (# of units) | | John A. Kite | $2,700,000 | 120,429 | | Thomas K. McGowan | $900,000 | 40,143 | | Heath R. Fear | $840,000 | 37,467 |
Annual Equity Awards
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Annual Equity Awards
As would have been the case if granted as time-based restricted common shares, these time-based LTIP Units vest ratably over three years from the grant date of February 18, 2025 and will be subject to an additional two-year post-vesting holding period. While the Compensation Committee determined to make the foregoing grants to Messrs. Kite, McGowan and Fear based on 2024 performance, these awards were granted in February 2025; therefore, the value of such awards is not included in 2024 compensation in the “Summary Compensation Table” included in this proxy statement. Status of Performance-Based Equity Awards Granted Since 2021 To assist with calculating realizable pay, we provide the following updates with respect to ongoing and completed performance-based equity awards made to our Chief Executive Officer in the past four years, each as of December 31, 2024:
Annual Equity Awards
| Grant Date | Thresh. Payout (Units) | Target Payout (Units) | Max. Payout (Units) | Perf. Period | Target/ Actual Earned Date | Actual Payout | | 2/12/21 (AO LTIP Units)(1) | — | 477,612 | — | 3-5 years | 3 years | Performance condition satisfied (stock has exceeded threshold of $19.194 for required 20 consecutive days) and service condition satisfied; 477,612 AO LTIP Units were exercised on December 5, 2024. | | 1/14/22 (Merger Award) | — | 67,386 | 202,157 | ~3 years | ~3 years | Performance conditions to be measured at end of performance period. Based on performance, 202,157 LTIP Units were earned (representing performance at maximum) as of February 18, 2025 (but following the December 31, 2024 date represented by the table). | | 2/15/22 (Performance-Based LTIP Units) | 51,940 | 103,879 | 233,726 | 3 years | 3 years | Performance conditions to be measured at end of performance period. Based on performance, 58,865 LTIP Units were earned (representing performance at approximately 56.7% of target) as of February 18, 2025 (but following the December 31, 2024 date represented by the table). | | 2/14/23 (Performance-Based LTIP Units) | 57,433 | 114,865 | 258,446 | 3 years | 3 years | Performance conditions to be measured at end of performance period and not yet satisfied. | | 2/16/24 (Performance-Based LTIP Units) | 62,850 | 125,699 | 282,822 | 3 years | 3 years | Performance conditions to be measured at end of performance period and not yet satisfied. |
Annual Equity Awards
| (1) AO LTIP Units are a special class of limited partnership units in the Operating Partnership that are intended to qualify as “profits interests” for U.S. federal income tax purposes that, subject to certain conditions, including vesting, may be converted into vested LTIP Units. The number of units acquired represents the number of vested LTIP Units realized through the conversion of vested AO LTIP Units into a number of vested LTIP Units determined on the basis of the increase in the value of a common share of the Company over the AO LTIP Unit’s participation threshold. The conversion ratio between vested AO LTIP Units and vested LTIP Units is the quotient of (i) the excess of the value of a common share of the Company as of the date of conversion over the participation threshold, divided by (ii) the value of a common share of the Company as of the date of conversion. This effect is similar to a cashless exercise of stock options whereby the holder receives a number of shares equal in value to the difference between the full value of the total number of shares for which the stock option is being exercised and the total exercise price. |
Annual Equity Awards
Other Compensation Plans and Personal Benefits We maintain a defined contribution plan (the “401(k) Plan”). All of our full-time employees are eligible to participate in the 401(k) Plan and are permitted to contribute up to the maximum percentage allowable without exceeding the limits under the Internal Revenue Code of 1986, as amended (the “Code”). All amounts deferred by a participant, as well as the contributions we make under the 401(k) Plan, vest immediately in the participant’s account. We may make “matching contributions” equal to 100% of the participant’s contribution up to 3% of the participant’s salary and 50% of the participant’s contribution over 3% and up to 5% of the participant’s salary, not to exceed the annual maximums determined under the Code, which were $23,000 for employee contributions (or for participants age 50 or over, $30,500) and $13,800 for employer matches. During 2024, we made matching contributions totaling $41,400 on behalf of the NEOs, in the aggregate.
Annual Equity Awards
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Annual Equity Awards
We periodically provide certain benefits to our employees that we believe are important to attract and retain talented individuals. In 2024, these benefits included payments related to healthcare and life insurance. These benefits provided to our NEOs in 2024 are described in the “Summary Compensation Table” below. We do not offer defined benefit pension or supplemental executive retirement plans to any of our employees. Share Ownership Requirements
Annual Equity Awards
| Pursuant to the Company’s existing policy that was adopted in 2015, our current NEOs are required to own a number of our common shares or units of limited partnership interest of our Operating Partnership with an aggregate value calculated as a multiple of his respective base salary, as follows: | CEO MUST OWN STOCK EQUAL TO 10X BASE SALARY |
Annual Equity Awards
| Named Executive Officer | Multiple of Base Salary | Value of Minimum Share Ownership Requirement (based on 2024 Base Salary) | | John A. Kite | 10x | $10,000,000 | | Thomas K. McGowan | 3x | $1,800,000 | | Heath R. Fear | 3x | $1,800,000 |
Annual Equity Awards
Each of Messrs. Kite, McGowan and Fear was in compliance with the ownership requirements as of December 31, 2024. Clawback Policy In accordance with implementing regulations of the Dodd-Frank Act and associated listing standards, in 2023 the Board adopted an updated incentive compensation recovery policy that provides for the mandatory recovery of incentive-based compensation from current and former executives that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement. Timing of Certain Equity Awards While the Company has granted AO LTIP Units in the past as part of its compensation program, the Company does not currently grant awards of AO LTIP Units, stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. The Company does not time the disclosure of material non-public information or the granting of equity awards for the purpose of impacting the value of executive compensation. Insider Trading Policy The Company has an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our trustees, officers, and employees, which is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards, a copy of which was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Tax Limits on Executive Compensation The Compensation Committee considers the tax deductibility of compensation as one of many factors when considering executive compensation program alternatives. Due to its tax status as a REIT, the Company must generally distribute at least 90% of its taxable income to shareholders. To the extent that compensation is not deductible, taxable income will be higher and distributions to shareholders may therefore be higher than they would be otherwise. Under Section 162(m) of the Code, a publicly held corporation is generally limited to a $1 million annual tax deduction for compensation paid to each of its “covered employees,” which generally includes the corporation’s chief executive officer, chief financial officer and the three other most highly compensated executive officers and certain former executive officers in such roles.
Annual Equity Awards
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Annual Equity Awards
Although the Compensation Committee is mindful of the limits imposed by Section 162(m), the Compensation Committee nevertheless reserves the right to structure the compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m) if it determines that such payments are consistent with our pay-for-performance philosophy and are in the best interests of the Company.
Annual Equity Awards
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Annual Equity Awards
Compensation Committee Report The Compensation Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Respectfully submitted, The Compensation Committee of the Board of Trustees Derrick Burks (Chairman) Victor J. Coleman David R. O’Reilly
Annual Equity Awards
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Annual Equity Awards
The following tables contain certain compensation information for our NEOs. Our current NEOs consist of our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid to the NEOs for the fiscal years ended December 31, 2024, 2023, and 2022.
Annual Equity Awards
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | John A. Kite Chairman & CEO | 2024 | $1,000,000 | $3,213,639 | $2,655,000 | $37,805 | $6,906,444 | | | 2023 | $950,000 | $3,051,634 | $2,850,000 | $36,327 | $6,887,961 | | | 2022 | $950,000 | $6,411,946 | $2,850,000 | $33,755 | $10,245,701 | | Thomas K. McGowan President & COO | 2024 | $600,000 | $1,063,316 | $1,062,000 | $31,665 | $2,756,981 | | | 2023 | $550,000 | $988,606 | $1,100,000 | $29,271 | $2,667,877 | | | 2022 | $550,000 | $2,337,477 | $1,100,000 | $27,400 | $4,014,877 | | Heath R. Fear EVP & CFO | 2024 | $600,000 | $989,257 | $1,062,000 | $15,718 | $2,666,975 | | | 2023 | $550,000 | $911,258 | $1,100,000 | $60,433 | $2,621,691 | | | 2022 | $550,000 | $2,211,276 | $1,100,000 | $101,640 | $3,962,916 |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE On December 29, 2020, we entered into employment agreements with each of Messrs. Kite, McGowan and Fear. These employment agreements were effective as of December 31, 2020, and superseded their previous agreements with us, which were initially entered into with Mr. Kite and Mr. McGowan on July 28, 2014, and with Mr. Fear on October 1, 2018.
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | The initial term of each employment agreement will end on December 31, 2025, with automatic one-year renewals on each December 31st thereafter, unless the Board or the executive elects not to extend the term by providing the other party with 90 days’ written notice. In addition, the term of each employment agreement will be automatically extended upon a change in control until the second anniversary following such change in control with automatic one-year renewals on each anniversary thereafter, unless the Board or the executive elects not to extend the term by providing the other party with written notice at least 180 days prior to the date when such term would otherwise be extended. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | The employment agreements set base salaries and annual cash incentive targets for the executives, which are subject to annual review and may be increased (but not decreased) by the Compensation Committee. For a discussion of these provisions, including their material terms and features, please see “Compensation Discussion and Analysis—Components of Executive Compensation—Base Salaries” and “Compensation Discussion and Analysis—Components of Executive Compensation—Short-Term Incentive Compensation.” The NEO’s 2024 base salaries and annual cash incentive targets are: |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Executive | Base Salary | Annual Cash Incentive Target | | John A. Kite | $1,000,000 | 150% of Base Salary | | Thomas K. McGowan | $600,000 | 100% of Base Salary | | Heath R. Fear | $600,000 | 100% of Base Salary |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | The employment agreements also provide that the executives are entitled to participate in our Equity Plan and any group life, hospitalization or disability insurance plans, health programs, pension and profit-sharing plans, and similar benefits commensurate with the benefits we provide to our senior executives generally. Mr. Fear’s employment agreement also provides that the Company will reimburse him for up to $3,500 per month for housing and ordinary commuting expenses associated with commuting to the Company’s Indianapolis headquarters. For information related to the additional benefits provided to our NEOs, please see the “All Other Compensation” column of the “Summary Compensation Table” below. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | Under each employment agreement, if the executive is terminated by us without “cause” or resigns for “good reason” (each as defined in his employment agreement), he will be entitled to certain severance payments, as described in detail below under “—Potential Payments Upon Termination or Change in Control.” In contrast to each executive’s previous employment agreement, the definition of “without cause” in the employment agreements does not include a decision by the Company not to extend the term of the employment agreement, meaning no payment will be owed to the executive solely because the employment agreement is not renewed at the end of a term. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | Each employment agreement contains confidentiality, non-competition, non-solicitation, and non-disparagement restrictions during the term of the employment agreement and for certain specified periods thereafter. The non-competition restricted period is 18 months for Mr. Kite and Mr. McGowan and 12 months (or 18 months if his employment terminates without “cause” or for “good reason” in the two-year period following a change in control) for Mr. Fear. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
Bonuses and Equity Awards. Each of our NEOs received in 2025 short-term incentive compensation related to 2024 performance that was paid in the form of cash. For a discussion of these awards, including their material terms and features, please see “Compensation Discussion and Analysis—Components of Executive Compensation—Short-Term Incentive Compensation” and “Summary Compensation Table.” In 2024, each of our NEOs received a time-based equity award in the form of LTIP Units based on 2023 performance. For a discussion of time-based equity awards, including their material terms and features, please see “Compensation Discussion and Analysis—Components of Executive Compensation—Long-Term Incentive Compensation—Time-Based Award Targets and Awards,” the “Summary Compensation Table,” the “Grants of Plan-Based Awards in 2024” Table and the “Outstanding Equity Awards at Fiscal Year-End December 31, 2024” Table, including the footnotes to such tables. In 2024, each of our NEOs also received an annual performance-based equity award in the form of LTIP Units. See “Compensation Discussion and Analysis—Components of Executive Compensation—Long-Term Incentive Compensation—Performance-Based Awards,” the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2024” Table, including the footnotes to such tables.
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
Outstanding Equity Awards at Fiscal Year-End December 31, 2024 The following table sets forth the outstanding equity awards for each NEO as of December 31, 2024.
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| | Option Awards | | | | Share Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Shares That Have Not Vested (#)(2) | Market Value of Shares or Units of Shares That Have Not Vested ($)(3) | Number of Unearned Shares or Units That Have Not Vested (#)(4) | Market Value of Unearned Shares or Units That Have Not Vested ($)(3)(4) | | John A. Kite Chairman & CEO | — | — | — | — | 272,677 | $6,882,367 | 690,181 | $17,420,168 | | Thomas K. McGowan President & COO | 149,254(5) | — | $16.69 | 2/11/2031 | — | — | — | — | | | — | — | — | — | 92,701 | $2,339,773 | 241,140 | $6,086,374 | | Heath R. Fear EVP & CFO | — | — | — | — | 86,258 | $2,177,152 | 229,496 | $5,792,479 |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (1) For the AO LTIP Units, the exercise price is the “participation threshold” of such AO LTIP Unit. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (2) Represents time-based LTIP Unit awards granted prior to January 1, 2025 that are not fully vested as of December 31, 2024, all of which vest ratably over three to five years beginning either (i) on the first anniversary date of the grant date or (ii) for the special retention awards granted in December 2020 in conjunction with the amendment of the NEOs’ employment agreements, on the specified future date of December 31, 2023, and are not subject to any performance criteria, and in some cases are subject to a “no-sell” restriction prohibiting the NEOs from transferring the shares for a specified period after the award vests, except in limited circumstances. The following table reflects the grant date, total number of time-based LTIP Units granted, and the vesting period, a portion of which remain unvested as of December 31, 2024: |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Grant Date | # of Shares or Units Granted | Vesting Period From Grant (Years) | | John A. Kite | 12/31/20 | 170,533 | 5 (3 equal installments beginning 12/31/23) | | | 2/15/22 | 88,643 | 3 | | | 2/14/23 | 101,352 | 3 | | | 2/16/24 | 118,716 | 3 | | Thomas K. McGowan | 12/31/20 | 68,213 | 5 (3 equal installments beginning 12/31/23) | | | 2/15/22 | 27,701 | 3 | | | 2/14/23 | 32,433 | 3 | | | 2/16/24 | 39,107 | 3 | | Heath R. Fear | 12/31/20 | 68,213 | 5 (3 equal installments beginning 12/31/23) | | | 2/15/22 | 22,161 | 3 | | | 2/14/23 | 29,730 | 3 | | | 2/16/24 | 36,313 | 3 |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (3) Based on the closing share price on December 31, 2024 (the last trading day of the 2024 calendar year) of $25.24. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (4) Represents (i) a special performance-based equity award granted in January 2022 to recognize the transformative merger with RPAI and incentivize the achievement of successful merger-related synergies (the “Merger Award”) and (ii) performance-based LTIP Units granted prior to January 1, 2025 that have not been earned as of December 31, 2024. The performance and service period of the Merger Award is the approximate three-year period from October 23, 2021 (the day following the consummation of the merger with RPAI) through December 31, 2024. Subject to the NEO’s continued service with the Company through the end of the performance period, the earned portion of the Merger Award will vest as of the date the Compensation Committee determines whether and to the extent the performance criteria have been achieved (such date being no later than 60 days following the performance period) and will be subject to an additional two-year post-vesting holding period. The performance and |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
service period of the performance-based LTIP Units is the three-year period from the grant date of February 15, 2022 through February 14, 2025 for performance-based LTIP Units granted in 2022, from February 14, 2023 through February 13, 2026 for performance-based LTIP Units granted in 2023, and from February 16, 2024 through February 15, 2027 for performance-based LTIP Units granted in 2024. Subject to the NEO’s continued service with the Company through the end of the performance period, the earned portion of the performance-based LTIP Units will vest as of the date the Compensation Committee determines whether and to the extent the performance criteria have been achieved (such date being no later than 60 days following the performance period) and will be subject to an additional two-year post-vesting holding period. While the Merger Awards fully vested (at maximum) and the performance-based LTIP Units granted in 2022 vested in part (based on approximately 56.7% of target), in each case as of February 18, 2025, the table represents the awards outstanding as of December 31, 2024; therefore, these awards have been included. The following table reflects the grant date, total number of LTIP Units granted (at maximum), the assumed performance level (based on achieving threshold performance goals, except that if the previous fiscal year’s performance exceeded the threshold, then based on the next higher performance measure that exceeds the previous fiscal year’s performance), the estimated market value based on the assumed performance level, and the grant type:
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Grant Date | # of Units Granted (Max) | Assumed Performance Level | Estimated Market Value | Grant Type | | John A. Kite | 1/14/22 | 202,157 | Maximum | $5,102,443 | Merger Award | | | 2/15/22 | 233,726 | Target | $2,621,906 | Performance-Based LTIP Units | | | 2/14/23 | 258,446 | Maximum | $6,523,177 | Performance-Based LTIP Units | | | 2/16/24 | 282,822 | Target | $3,172,642 | Performance-Based LTIP Units | | Thomas K. McGowan | 1/14/22 | 80,863 | Maximum | $2,040,982 | Merger Award | | | 2/15/22 | 74,793 | Target | $839,003 | Performance-Based LTIP Units | | | 2/14/23 | 85,136 | Maximum | $2,148,833 | Performance-Based LTIP Units | | | 2/16/24 | 94,274 | Target | $1,057,556 | Performance-Based LTIP Units | | Heath R. Fear | 1/14/22 | 80,863 | Maximum | $2,040,982 | Merger Award | | | 2/15/22 | 68,560 | Target | $769,088 | Performance-Based LTIP Units | | | 2/14/23 | 79,055 | Maximum | $1,995,348 | Performance-Based LTIP Units | | | 2/16/24 | 87,989 | Target | $987,061 | Performance-Based LTIP Units |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (5) Represents 2021 AO LTIP Units that became fully vested and exercisable as of February 12, 2024 based on both (i) the NEO’s continuous service from the grant date (February 12, 2021) through the third anniversary of the grant date (February 12, 2024) and (ii) the Company’s stock price appreciating at least 15% for at least 20 consecutive trading days during the period commencing as of the first anniversary of the grant date and ending on the fifth anniversary of the grant date (February 12, 2026). |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
Option Exercises and Shares Vested in 2024 The following table sets forth the number of AO LTIP Units that were exercised during 2024 and the value realized on exercise, and the amounts and value of LTIP Units that vested during 2024 for each NEO.
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Name and Principal Position | Option Awards | | Share Awards | | | | Number of Shares or Units Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares or Units Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John A. Kite Chairman & CEO | 418,744 (3) | $10,503,770 | 131,996 | $3,052,051 | | Thomas K. McGown President & COO | — | — | 50,170 | $1,164,723 | | Heath R. Fear EVP & CFO | 66,849 (3) | $1,729,962 | 45,059 | $1,054,077 |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Value realized on exercise was determined by multiplying the number of vested LTIP Units realized upon conversion by the closing price of the Company’s common shares on the date of conversion. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (2) Value realized on vesting was determined using the closing price of the Company’s common shares on the respective dates that the time-vesting LTIP Units vested or, if they vested on a non-trading day, the closing price on the next preceding trading day. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| (3) The number of units acquired represents the number of vested LTIP Units realized through the conversion of vested AO LTIP Units into a number of vested LTIP Units determined on the basis of the increase in the value of a common share of the Company over the AO LTIP Unit’s participation threshold. The conversion ratio between vested AO LTIP Units and vested LTIP Units is the quotient of (i) the excess of the value of a common share of the Company as of the date of conversion over the participation threshold, divided by (ii) the value of a common share of the Company as of the date of conversion. This effect is similar to a cashless exercise of stock options whereby the holder receives a number of shares equal in value to the difference between the full value of the total number of shares for which the stock option is being exercised and the total exercise price. During 2024, Mr. Kite exercised 865,865 vested AO LTIP Units with a participation threshold of $17.76 and 477,612 vested AO LTIP Units with a participation threshold of $16.69; Mr. Fear exercised 75,675 vested AO LTIP Units with a participation threshold of $17.76 and 119,403 vested AO LTIP Units with a participation threshold of $16.69. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
Potential Payments Upon Termination or Change in Control We may be required to make certain payments to our NEOs in the event their services are terminated or we experience a change in control. Under the terms of our employment agreements with Messrs. Kite, McGowan and Fear, the amount of these payments (and whether we would be required to make them) depends on the nature of the executive’s termination. The various termination and change in control scenarios and the amounts we would be required to pay upon the occurrence of each are described below.
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Termination by us without “Cause” or by the NEO for “Good Reason” outside of the “CIC Protection Period” | In this scenario, the NEO would be entitled to: • compensation accrued at the time of termination • a lump sum severance payment equal to his “severance multiple” (which for Mr. Kite and Mr. McGowan is three, and for Mr. Fear is two), multiplied by the sum of his base salary then in effect and the average annual cash incentive compensation actually paid to the executive with respect to the prior three fiscal years • a lump sum severance payment equal to his pro-rata target annual cash incentive compensation for the year of termination, subject to the applicable performance criteria having been met at target or above for that year • continued medical, prescription and dental benefits to him and/or his family for 18 months after his termination date • full and immediate vesting of his equity awards that are subject only to time-vesting based on service | | | • pro-rata vesting of his performance-based equity awards (including performance-based LTIP Units and the Merger Award) if the performance objectives are achieved at the end of the performance period |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Termination by us without “Cause” or by the NEO for “Good Reason” during the “CIC Protection Period” | In this scenario, the NEO would be entitled to: • compensation accrued at the time of termination • a lump sum severance payment equal to his “severance multiple” (which for each of Messrs. Kite, McGowan and Fear is three), multiplied by the sum of his base salary then in effect and the average annual cash incentive compensation actually paid to the executive with respect to the prior three fiscal years • a lump sum severance payment equal to his pro-rata target annual cash incentive compensation for the year of termination, without regard to the achievement of the applicable performance criteria • continued medical, prescription and dental benefits to him and/or his family for 18 months after his termination date • full and immediate vesting of his equity awards that are subject only to time-vesting based on service • full vesting of his performance-based equity awards (other than the performance-based LTIP Units and the Merger Award) at the greater of (i) the target level on his termination date or (ii) actual performance as of his termination date; for the performance-based LTIP Units and the Merger Award, pro-rata vesting if the performance objectives are achieved at the end of the performance period | | Termination by us for “Cause” or by the NEO without “Good Reason” | In this scenario, the NEO would be entitled to: • compensation accrued at the time of termination | | Termination for Death or Disability | In this scenario, the NEO would be entitled to: • compensation accrued at the time of termination • a lump sum payment equal to his pro-rata target annual cash incentive compensation for the year of termination • continued medical, prescription and dental benefits to him and/or his family for 18 months after his termination date • under his employment agreement, full and immediate vesting of his equity awards other than any performance-based equity award that specifically supersedes the vesting provision of his employment agreement; for the performance-based LTIP Units and the Merger Award, pro-rata vesting if the performance objectives are achieved at the end of the performance period |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| Change in Control | Under the Equity Plan, in the event of a “corporate transaction” (as defined in such plan) where outstanding equity awards are not assumed by our corporate successor, the NEO would receive: • full and immediate vesting of all equity awards that were granted under our previous equity incentive plans • full and immediate vesting of all time-vested equity awards granted under the Equity Plan (unless we elect to cancel such awards and pay the value received in the corporate transaction by holders of shares for them) • settlement of performance awards (i) at target if less than half the performance period has passed or if actual performance is not determinable, and (ii) based on actual performance to date if at least half the performance period has passed Under the form of award agreement for the performance-based LTIP Units, in the event of a corporate transaction, if such awards are not assumed, continued, or substituted for, the greater number of (i) the number of performance-based LTIP Units determined in accordance with actual performance through such corporate transaction based on the pro-rated performance goals or (ii) the target number of performance-based LTIP Units, will vest. Under the form of award agreement for the Merger Award, in the event of a corporate transaction, if such awards are not assumed, continued, or substituted for, the greatest number of LTIP Units determined in accordance with: (i) actual performance through such corporate transaction based on the pro-rated performance goals; (ii) 50% of the maximum number of LTIP Units subject to the Merger Award; or (iii) the number of LTIP Units as determined by the Compensation Committee, will vest. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
For purposes of the foregoing scenarios, “Cause,” “Good Reason,” “Change in Control,” and “CIC Protection Period” are defined as follows:
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | Cause. Each of the employment agreements generally defines “cause” as an executive’s (i) conviction for or pleading nolo contendere to a felony; (ii) commission of an act of fraud, theft or dishonesty related to our business or his duties; (iii) willful and continuing failure or habitual neglect to perform his duties; (iv) material violation of confidentiality covenants, non- competition agreement or other restrictive covenants contained in the employment agreement; or (v) willful and continuing breach of the employment agreement. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | Good Reason. Each of the employment agreements generally defines “good reason” as (i) a material reduction in the executive’s authority, duties and responsibilities or the assignment to him of duties materially and adversely inconsistent with his position; (ii) a material reduction in the executive’s annual salary that is not in connection with a reduction of compensation applicable to senior management employees; (iii) our requirement that the executive’s work location be moved more than 50 miles from our principal place of business in Indianapolis, Indiana; (iv) our failure to obtain a reasonably satisfactory agreement in form and substance to the executive from any successor to our business to assume and perform the employment agreement; or (v) our material breach of the employment agreement. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | Change in Control. The Equity Plan generally defines “corporate transaction” as the first occurrence of, in a single transaction or in a series of related transactions, of any of the following events: (i) our dissolution or liquidation or a merger, consolidation, or reorganization of the Company with one or more other entities in which we are not the surviving entity; (ii) a consummated sale of all or substantially all of the assets of the Company to another person or entity; (iii) any transaction (including a merger or reorganization in which we are the surviving entity) that results in any person or entity (other than persons or entities who are shareholders or affiliates of the Company immediately prior to the transaction) owning 30% or more of the combined voting power of all classes of our shares; or (iv) a change in the composition of our Board as of July 23, 2004, in which the incumbent trustees cease, for any reason, to constitute a majority of the Board unless each trustee who was not an incumbent trustee was elected, or nominated for election, and approved by a vote of at least a majority of the incumbent trustees and trustees subsequently so elected or nominated, excluding those trustees who initially assumed office as a result of an actual or threatened election contest or other solicitation of proxies by or on behalf of an individual, entity or group other than the Board. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
| • | CIC Protection Period. Each of the employment agreements defines “CIC Protection Period” as the period commencing as of the date of the consummation of a Change in Control and ending on the second anniversary of the consummation of such Change in Control. |
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
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QUANTIFICATION OF BENEFITS UNDER TERMINATION EVENTS
| (2) Consists of a “corporate transaction” under the Equity Plan in which outstanding equity awards are not assumed by our corporate successor. Amounts in this column are payable (i) by operation of our Equity Plan, (ii) for performance-based LTIP Units, by operation of the applicable award agreement, which provides for vesting at the greater of the number of performance-based LTIP Units that would vest based on actual performance through such corporate transaction based on the pro-rated performance goals or the target number of performance-based LTIP Units, and (iii) for the Merger Award, by operation of the applicable award agreement, which provides for vesting at the greatest of the number of LTIP Units that would vest based on actual performance through such corporate transaction based on the pro-rated performance goals, 50% of the maximum number of LTIP Units subject to the Merger Award, or the number of LTIP Units as determined by the Compensation Committee. For the performance-based LTIP Units, we assumed actual performance based on the pro-rated performance goals at target was achieved for the 2/15/22 LTIP Units and the 2/16/24 LTIP Units and at maximum was achieved for the 2/14/23 LTIP Units. For the Merger Award, we assumed actual performance based on the pro-rated performance goals at maximum was achieved. |
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3)(4) | Net Income | FFO per share(5) | | 2024 | $6,906,444 | $11,713,516 | $2,711,978 | $4,461,148 | $159.42 | $123.25 | $4,071,000 | $2.09 | | 2023 | $6,887,961 | $10,722,993 | $2,644,784 | $3,756,669 | $138.06 | $113.35 | $47,498,000 | $2.03 | | 2022 | $10,245,701 | $5,427,279 | $3,988,896 | $3,148,121 | $121.47 | $99.67 | $(12,636,000) | $1.93 | | 2021 | $5,815,004 | $23,465,527 | $2,363,236 | $6,425,714 | $120.51 | $131.78 | $(80,806,000) | $1.50 | | 2020 | $7,355,183 | $10,081,048 | $3,082,212 | $2,849,483 | $79.85 | $92.00 | $(16,223,000) | $1.29 |
PAY VERSUS PERFORMANCE TABLE
| (1) Reflects summary compensation table amounts and Compensation Actually Paid to our PEO and the average summary compensation table amounts and Compensation Actually Paid to our Non-PEO NEOs, which includes the individuals indicated in the table below for each fiscal year: |
PAY VERSUS PERFORMANCE TABLE
| Year | PEO | Non-PEO NEOs | | 2024 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2023 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2022 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2021 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO) and Heath R. Fear (EVP & CFO) | | 2020 | John A. Kite (Chairman & CEO) | Thomas K. McGowan (President & COO), Heath R. Fear (EVP & CFO), and Scott E. Murray (Former EVP, General Counsel and Secretary) |
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
| (2) Compensation Actually Paid is calculated in accordance with SEC rules. Adjustments made to each NEO’s total compensation for each year to determine Compensation Actually Paid are shown in the table below: |
PAY VERSUS PERFORMANCE TABLE
| Adjustments to Determine Compensation “Actually Paid” for PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | $(3,213,639) | $(3,051,634) | $(6,411,946) | $(2,425,631) | $(5,470,164) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $6,119,374 | $4,725,216 | $7,698,026 | $3,865,837 | $8,139,389 | | 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 | $34,066 | $360,207 | $(5,370,914) | $15,697,507 | $799,310 | | Increase for Fair Value of Awards Granted during year that Vested during year | $— | $— | $— | $— | $— | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $1,545,346 | $1,482,476 | $(971,346) | $335,145 | $(789,740) | | Deduction of Prior Year-end Fair Value of Awards that were Forfeited | $— | $— | $— | $— | $— | | Increase for Value of Dividends Paid on Unvested Awards not otherwise reflected in the fair value or other component of total compensation | $321,925 | $318,767 | $237,758 | $177,665 | $47,070 | | Total Adjustments | $4,807,072 | $3,835,032 | $(4,818,422) | $17,650,523 | $2,725,865 |
PAY VERSUS PERFORMANCE TABLE
| Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs (Average) | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | $(1,026,287) | $(949,932) | $(2,274,376) | $(805,457) | $(1,649,618) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $1,959,462 | $1,478,707 | $2,622,173 | $1,242,581 | $1,611,413 | | 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 | $22,869 | $69,475 | $(1,062,962) | $3,452,721 | $59,809 | | Increase for Fair Value of Awards Granted during year that Vested during year | $— | $— | $— | $— | $75,604 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $682,994 | $398,093 | $(218,857) | $98,591 | $(245,980) | | Deduction of Prior Year-end Fair Value of Awards that were Forfeited | $— | $— | $— | $— | $(100,000) | | Increase for Value of Dividends Paid on Unvested Awards not otherwise reflected in the fair value or other component of total compensation | $110,132 | $115,542 | $93,247 | $74,042 | $16,043 | | Total Adjustments | $1,749,170 | $1,111,885 | $(840,775) | $4,062,478 | $(232,729) |
PAY VERSUS PERFORMANCE TABLE
| The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date; however, the methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. Fair value conclusions also include the application of a discount to account for the lack of marketability, or illiquidity, associated with the post-vest restriction period and the uncertainty regarding if the book capital account of LTIP Units equals that of common units. For the 2022 Merger Awards, we have assumed achievement at the maximum level of performance for purposes of computing the increase in fair value. |
PAY VERSUS PERFORMANCE TABLE
| (3) Reflects the value of an initial investment of $100 on December 31, 2019, assuming dividends are reinvested throughout the period. |
PAY VERSUS PERFORMANCE TABLE
| (4) Reflects the FTSE Nareit All Equity REITs Index. |
PAY VERSUS PERFORMANCE TABLE
| (5) Reflects FFO, as adjusted, in 2020 for severance charges; in 2021 and 2022 for merger and acquisition costs and excludes the impact of prior period bad debt or the collection of accounts receivable previously written off; and in 2024 for the impact of the outperformance component of short-term incentive compensation. |
PAY VERSUS PERFORMANCE TABLE
| 50 / 2025 Proxy Statement | |