DEF 14A of Kimco Realty Corp, Mar 25, 2024

DEF 14A of Kimco Realty Corp

Filed Mar 25, 2024 · FY20230001206774-24-000289

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. Our Director Nominees

    Our Director Nominees The Company’s Bylaws (the “Bylaws”), provide that all directors be elected at each annual meeting of stockholders. Our Board of Directors is currently comprised of eight directors, all of whom are standing for election at the Meeting. If authorized, and unless otherwise noted by the authorizing stockholder, the persons named as proxies in the accompanying form of proxy intend to vote in favor of the election of each of the eight nominees for director designated below, with each to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualify. It is expected that each of these recommended nominees will be able to serve, but if any such nominee is unable to serve, the proxies may vote for another person recommended by the Nominating and Corporate Governance Committee and nominated by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Meeting. We are requesting that the stockholders elect the nominees for director (listed below) to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The Board of Directors recommends a vote FOR each nominee.

  3. Director Nominee Selection Process

    Director Nominee Selection Process The Nominating and Corporate Governance Committee is not limited to any specific process in identifying candidates and will consider candidates suggested by other members of the Board, as well as candidates recommended by stockholders. Such recommendations should include the name, address and other pertinent information about the candidate as is required to be included in the Company’s Proxy Statement. Recommendations should be submitted to the Secretary, Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. In addition, the Nominating and Corporate Governance Committee is authorized to retain search firms and other consultants to assist it in identifying candidates and fulfilling other duties. The Nominating and Corporate Governance Committee takes into account many factors in recommending candidates for a director. As described in the Company’s Corporate Governance Guidelines and in the aforementioned Succession Planning, Board Refreshment and Diversity section, consideration is given to assuring that the Board of Directors, as a whole, considers diversity in its broadest sense, including persons diverse in geography, gender and ethnicity as well as representing diverse experiences, skills and backgrounds. The Nominating and Corporate Governance Committee, and any search firm it engages, will include women and racially/ethnically diverse candidates in all director candidate pools. Additional factors include, but are not limited to:

  4. Director Nominee Selection Process

    | • | knowledge of real estate; | | • | the ability to make independent analytical inquiries; | | • | general understanding of marketing, finance, accounting and other elements relevant to the success of a publicly traded company in today’s business environment; | | • | understanding of the Company’s business on a technical level; | | • | other board service; and | | • | educational and professional background. |

  5. Director Nominee Selection Process

    In addition, each candidate nominee must possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The Board of Directors and the Nominating and Corporate Governance Committee evaluate each individual candidate by considering all appropriate factors as a whole. The Company’s approach favors active deliberation rather than using rigid formulas to assign relative weights to these factors. Following the end of each fiscal year, the Nominating and Corporate Governance Committee establishes the criteria for and conducts an annual assessment of the performance of each member of the Board of Directors with respect to these factors. Consideration of other corporate governance principles or modifications of such principles may also be discussed at that time.

  6. Director Nominee Selection Process

    | kimcorealty.com | 2024 Proxy Statement | 13 |

  7. Director Candidate Nominations through Proxy Access

    Director Candidate Nominations through Proxy Access Our Bylaws make proxy access available to our stockholders. Under this process, a stockholder or group of up to 20 stockholders who have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares of common stock continuously for at least three years may seek to include director nominees in our proxy materials for an annual meeting of stockholders. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of directors up for election. To be eligible to use proxy access, such stockholders must satisfy other eligibility, procedure and disclosure requirements set forth in our Bylaws.

  8. Limits on Board Service

    Limits on Board Service Service as a member of the Board is a significant commitment in terms of both time and responsibility. Accordingly, each director is encouraged to limit the number of other boards on which he or she serves so that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of the Board of Directors. Service on other boards and/or committees should also be consistent with the Company’s conflict of interest policies and reviewed annually. Our Corporate Governance Guidelines provide for the following limitations:

  9. Limits on Board Service

    | Position | Maximum Number of Public Company Boards | | Board Members | 4 other boards | | Audit Committee Members | 2 other audit committees |

  10. Limits on Board Service

    | 14 | Kimco Realty | kimcorealty.com |

  11. Board Self-Assessment and Evaluation

    Board Self-Assessment and Evaluation Annual self-evaluation and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of our stockholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between the Board and management. The Board’s annual self-evaluation and assessment process, which is overseen by our Lead Independent Director and Chair of our Nominating and Corporate Governance Committee, is re-evaluated annually and is currently structured and carried out as follows:

  12. Executive Sessions of Non-Management Directors

    Executive Sessions of Non-Management Directors The non-management directors hold regularly scheduled executive sessions of the Board and its committees without senior management present. These executive sessions are chaired by the Lead Independent Director (at Board meetings) or by the committee chairs (at committee meetings), all of whom are independent directors. The non-management directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2023.

  13. Executive Sessions of Non-Management Directors

    | kimcorealty.com | 2024 Proxy Statement | 15 |

  14. Information Regarding Nominees

    Information Regarding Nominees The members of our Board of Directors provide a broad combination of experience and backgrounds that enable the Board to lead and advise the Company on its most crucial matters. Each of our directors has a distinguished record of leadership positions and decades of experience exercising responsible, prudent judgment in highly competitive businesses. We believe that each of our Board members offers comprehensive, strategic insights into the Company’s competitive position based on their individual backgrounds, which enables them to provide input on central issues of strategy and to oversee its execution by management. This includes directors with longstanding institutional experience with the Company and in the REIT, real estate and retail industries as well as directors who have joined our Board more recently and who bring new perspectives. The members of our Board individually have a proven record of collaboration in successfully implementing business practices, and the Board collectively represents a diversity of intellectual and experiential backgrounds, with complementary skills and professional training.

  15. Information Regarding Nominees

    | | Milton Cooper Co-Founder, Executive Chairman Age: 95 Director Since: 1991 |

  16. Information Regarding Nominees

    Milton Cooper is the Executive Chairman of the Board of Directors of the Company. Mr. Cooper is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. Mr. Cooper served as the Chairman of the Board of Directors and CEO of the Company from November 1991 to December 2009. In addition, Mr. Cooper was Director and President of the Company for more than five years prior to November 1991. In 1960, Mr. Cooper, along with a partner, founded the Company’s predecessor. Mr. Cooper led the Company through its initial public offering and growth over the past six decades. In addition, Mr. Cooper received a National Association of Real Estate Investment Trusts (“Nareit”) Industry Leadership Award for his significant and lasting contributions to the REIT industry. Mr. Cooper is also a Director at Getty Realty Corporation. Mr. Cooper holds degrees from City College in New York and Brooklyn Law School. Key experience and qualifications to serve on the Board of Directors include:

  17. Information Regarding Nominees

    | • | Mr. Cooper co-founded the Company and helps maintain the Company’s continuing commitment to its core values of integrity, creativity, and stability. Mr. Cooper’s service on the Board of Directors allows the Company to preserve its distinctive culture and history. | | • | Mr. Cooper’s reputation within the Nareit community and among the Company’s business partners contributes significantly to the Company’s continued leadership in the REIT industry. | | • | Mr. Cooper’s ability to communicate, encourage and foster diverse discussions of the Company’s business, together with his six decades of executive leadership experience, make Mr. Cooper a highly effective Executive Chairman of the Board of Directors. |

  18. Information Regarding Nominees

    | | Philip E. Coviello Director (Non-Management) Age: 80 Director Since: 2008 |

  19. Information Regarding Nominees

    Philip E. Coviello has been a Director of the Company since May 2008. Mr. Coviello serves as a member of the Audit Committee, Executive Compensation and Nominating and Corporate Governance Committees. Mr. Coviello was a partner at Latham & Watkins LLP, an international law firm, until his retirement from that firm in 2003. In addition, since 1996, Mr. Coviello has been a Director of Getty Realty Corporation, where he serves as Chair of the Audit Committee and is a member of its Compensation and Nominating/Corporate Governance Committees. Mr. Coviello holds an A.B. from Princeton University, an L.L.B. from the Columbia University School of Law and an M.B.A. from the Columbia University School of Business. Key experience and qualifications to serve on the Board of Directors include:

  20. Information Regarding Nominees

    | • | Over 35 years of experience counseling boards of directors and senior management as a corporate lawyer on a wide range of corporate governance, regulatory compliance, real estate transactions and other issues that affect public companies. | | • | Decades of experience as both issuers’ and underwriters’ counsel in capital markets and real estate activities, heavy involvement in the presentation and analysis of hundreds of audited financial statements, pro forma financial statements, and SEC filings, including representing the Company in its initial public offering. | | • | Mr. Coviello’s contributions are bolstered by his service as Chair of the Audit Committee of Getty Realty Corporation. |

  21. Information Regarding Nominees

    | 16 | Kimco Realty | kimcorealty.com |

  22. Information Regarding Nominees

    | | Conor C. Flynn Chief Executive Officer and Director Age: 43 Director Since: 2016 |

  23. Information Regarding Nominees

    Conor C. Flynn has been the CEO of the Company since January 2016. Mr. Flynn joined the Company in 2003 as an asset manager and has held a variety of senior leadership roles with the organization including President, Chief Operating Officer, Chief Investment Officer and President, Western Region. Mr. Flynn holds a B.A. from Yale University and a Master’s in Real Estate Development from Columbia University. Mr. Flynn is a member and First Vice Chair of Nareit, serves as Chair of Nareit’s Investment Advisory Council, and is a founding member of Nareit’s Dividends Through Diversity, Equity & Inclusion CEO Council. He is also a member of Real Estate Roundtable and Urban Land Institute. Key experience and qualifications to serve on the Board of Directors include:

  24. Information Regarding Nominees

    | • | Mr. Flynn’s leadership roles during his 19 years at the Company, including as President, Chief Operating Officer, Chief Investment Officer, President of the Western Region and as a member of the corporate leadership team and Investment Committee, provides Mr. Flynn with extensive knowledge and understanding of the Company and current industry and market trends. | | • | Mr. Flynn’s role as Chief Executive Officer, together with his broad leadership experience and successful team-building efforts at the Company, provide unique insights into strategic and operational issues that the Company faces. | | • | Mr. Flynn’s extensive operational background, together with his vision and demonstrated leadership results, aligns with the Company’s long-term objectives to adapt to the retail landscape of today through the redevelopment of assets to their highest and best use, in major metropolitan markets. |

  25. Information Regarding Nominees

    | | Frank Lourenso Director (Non-Management) Age: 83 Director Since: 1991 |

  26. Information Regarding Nominees

    Frank Lourenso has been a Director of the Company since December 1991. Mr. Lourenso serves as a member of the Executive Compensation Committee, the Audit Committee and Nominating and Corporate Governance Committee. Mr. Lourenso was an Executive Vice President of JPMorgan Chase & Co. (“J.P. Morgan” and successor by merger to The Chase Manhattan Bank and Chemical Bank, N.A.) from 1990 until his retirement in June 2013. Mr. Lourenso was a Senior Vice President of J.P. Morgan for more than five years prior to 1990. Mr. Lourenso holds a B.B.A. and an M.B.A. from Baruch College. Key experience and qualifications to serve on the Board of Directors include:

  27. Information Regarding Nominees

    | • | Executive Vice President of J.P. Morgan, one of the world’s leading financial services firms with global scale and reach, bringing to the Board of Directors the perspective of a financial executive with exposure to a wide array of economic, social, and corporate governance issues. | | • | Extensive experience with capital markets matters in the real estate industry and a key contributor to the Board of Directors’ strategic liquidity and capital discussions. | | • | Expertise in management oversight and financial matters relating to complex global organizations. |

  28. Information Regarding Nominees

    | kimcorealty.com | 2024 Proxy Statement | 17 |

  29. Information Regarding Nominees

    | | Henry Moniz Director (Non-Management) Age: 59 Director Since: 2021 |

  30. Information Regarding Nominees

    Henry Moniz has been a Director of the Company since January 2021. Mr. Moniz is currently a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees. Mr. Moniz joined Meta Platforms, Inc. (formerly Facebook) as Chief Compliance Officer in February of 2021 and currently serves as the Chairman of the board of directors of Meta Payments, Inc. Prior to his move to Facebook, Mr. Moniz was the Executive Vice President and Chief Compliance Officer at Paramount Global (formerly ViacomCBS Inc.), where he also served as Chief Audit Executive. Mr. Moniz was at Paramount Global from 2004 - 2021, where he previously served as Chairman of the Privacy/IT Security Council; Vice President, Associate General Counsel; and Chairman of the Compliance Committee. Prior to joining Paramount Global, Mr. Moniz was a Partner at Bingham McCutchen (now part of Morgan Lewis), served as Minority Counsel to the U.S. House Judiciary Committee for the Impeachment Inquiry on President Clinton, and as a federal prosecutor in the Boston and Miami United States Attorney’s Offices for the U.S. Department of Justice. Mr. Moniz currently serves on the Advisory Board of the Center on the Legal Profession at Harvard Law School. Mr. Moniz previously served through January 2021 on the Advisory Board for Acritas, the legal market data firm that is now part of Thomson Reuters. He holds a J.D. from the University of Pennsylvania Law School and an A.B. from Bowdoin College. Key experience and qualifications to serve on the Board of Directors include:

  31. Information Regarding Nominees

    | • | Over 30 years of experience counseling boards of directors and senior management on legal and regulatory compliance, ethics, corporate governance and enterprise risk management. | | • | Extensive risk management experience on cybersecurity and information technology controls. | | • | Broad legal expertise developed during his career as a federal prosecutor and Minority Counsel to the U.S. House Judiciary Committee, a partner at a major law firm and in-house roles at ViacomCBS and Facebook. |

  32. Information Regarding Nominees

    | | Mary Hogan Preusse Lead Director (Non-Management) Chair of Nominating & Corporate Governance Committee Age: 55 Director Since: 2017 |

  33. Information Regarding Nominees

    Mary Hogan Preusse has been a Director of the Company since February 2017. Ms. Hogan Preusse currently serves as the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Executive Compensation Committees. Ms. Hogan Preusse retired from APG Asset Management US Inc., a leading manager of pension assets, in May 2017. She joined APG’s predecessor in 2000 as a senior portfolio analyst and portfolio manager, and served from January 2008 to May 2017 as Managing Director and co-head of Americas Real Estate for APG Asset Management US Inc. She also served on the Executive Board of APG Asset Management US Inc. from 2008 until 2017. Prior to joining APG, Ms. Hogan Preusse spent eight years as a sell-side analyst covering the REIT sector and began her career at Merrill Lynch as an investment banking analyst. Ms. Hogan Preusse currently serves on the boards of directors of Digital Realty Trust, Inc., Host Hotels & Resorts, Inc. and Realty Income Corporation, and serves as a senior adviser to Fifth Wall Ventures Management LLC. She previously served on the board of directors of VEREIT, Inc. until its merger with Realty Income Corporation in November 2021. In 2015, she was the recipient of Nareit’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. She also serves on the Advisory Board of Governors for the Nareit Investment Advisory Council, and is a member of the Real Estate & Infrastructure Advisory Board for the Carey Business School at Johns Hopkins University. Ms. Hogan Preusse holds an A.B. in Mathematics from Bowdoin College in Brunswick, Maine and has served as a member of Bowdoin’s Board of Trustees since 2012. Key experience and qualifications to serve on the Board of Directors include:

  34. Information Regarding Nominees

    | • | Significant experience in the REIT industry, including over 30 years of REIT financial statement analysis and underwriting and as a frequent panelist and speaker at industry conferences. | | • | Experience managing all of APG’s public real estate investments in North and South America, with approximately $13 billion in assets under management at the time of her announced departure from APG. | | • | Extensive experience interacting with management and directors of publicly-traded REITs to discuss matters of governance and compensation during her career in asset management. |

  35. Information Regarding Nominees

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  36. Information Regarding Nominees

    | | Valerie Richardson Director (Non-Management), Chair of the Executive Compensation Committee Age: 65 Director Since: 2018 |

  37. Information Regarding Nominees

    Valerie Richardson has been a Director of the Company since June 2018. Ms. Richardson is currently the Chair of the Executive Compensation Committee and a member of the Audit and Nominating and Corporate Governance Committees. Ms. Richardson is the Chief Operating Officer of the International Council of Shopping Centers (“ICSC”), a position she has held since February 2021 and since January 2023 has served as a member of the board of directors of American Healthcare REIT, Inc. Ms. Richardson previously served as the Vice President of Real Estate for The Container Store, Inc. from September 2000 until February 2021. Prior to joining The Container Store in the fall of 2000, Ms. Richardson was Senior Vice President – Real Estate and Development for Ann Taylor, Inc., the specialty women’s apparel retailer, where she administered the company’s store expansion strategy for Ann Taylor and Ann Taylor Loft. Before Ann Taylor, Ms. Richardson was Vice President of Real Estate and Development of Barnes & Noble, Inc., the country’s largest bookselling retailer. Prior to Barnes & Noble, Ms. Richardson was a Partner in the Shopping Center Division of the Dallas-based developer, Trammell Crow Company. Since 2004, she has been a member of the Board of Trustees of ICSC. She was elected ICSC Chairman for the 2018-2019 term as the first Chairman associated with a retail company and ICSC Vice-Chairperson for the 2017-2018 term. Ms. Richardson previously served on the Board of the ICSC Foundation from 2011 to 2019. Ms. Richardson served as a Trustee at Baylor Scott & White Medical Center – Plano from 2010 to 2016. Ms. Richardson holds an M.B.A. in Real Estate from the University of North Texas and a B.S. in Education from Texas State University. Key experience and qualifications to serve on the Board of Directors include:

  38. Information Regarding Nominees

    | • | Over 35 years of experience in the retail industry in various executive positions provides familiarity and a broad understanding of the operation of retail shopping centers, retail operations and real estate strategy. | | • | Involvement in and leadership of the ICSC, a 65,000+ member, professional trade association, provides experience and perspective on industry best practices and public and private retailer and real estate company performance both domestically and internationally. | | • | Experience through service as a trustee and head of the Quality Committee at Baylor Scott & White Medical Center – Plano provides corporate governance knowledge and extensive time interfacing with management and directors. |

  39. Information Regarding Nominees

    | | Richard B. Saltzman Director (Non-Management), Chair of Audit Committee Age: 67 Director Since: 2003 |

  40. Information Regarding Nominees

    Richard B. Saltzman has been a Director of the Company since July 2003. Mr. Saltzman is the Chair of the Audit Committee and a member of the Executive Compensation and Nominating and Corporate Governance Committees. Mr. Saltzman currently serves, since March 2019, as Senior Advisor and Chairman of the Board of Managers at Ranger Global Real Estate Advisors, an independent SEC-registered investment advisor focused exclusively on the publicly traded global real estate universe. He also currently serves, since October 2019, as Senior Advisor at Peaceable Street Capital, a provider of participating preferred equity capital to income producing commercial real estate owners and operators. Mr. Saltzman also serves on the board of directors of Equiem Holdings Pty. Ltd. Mr. Saltzman previously served as the Chief Executive Officer and President of Colony Capital, Inc. (NYSE: CLNY) from 2015 to 2018. He also served as Chairman of the Board of NorthStar Realty Europe Corp. until August 2019 and Chairman of the Board of Colony Credit Real Estate, Inc., until May 2020. Prior to joining various predecessors of Colony Capital in 2003, Mr. Saltzman spent 24 years in the investment banking business, most recently as a Managing Director and Vice Chairman of Merrill Lynch’s investment banking division. Mr. Saltzman holds a B.A. from Swarthmore College and an M.S. from Carnegie Mellon University. Key experience and qualifications to serve on the Board of Directors include:

  41. Information Regarding Nominees

    | • | More than 40 years of experience in real estate and financial services, including investing as a principal and as an investment manager, capital markets and investment banking. | | • | Significant experience with REITs, including initial public offerings, other capital markets products and mergers and acquisitions. | | • | More than 30 years of direct experience interacting in various capacities with the Company. |

  42. Information Regarding Nominees

    | kimcorealty.com | 2024 Proxy Statement | 19 |

  43. Compensation of Directors

    Compensation of Directors Non-employee directors are compensated for their service on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors. The non-management directors may be granted awards of deferred stock in lieu of directors’ fees under the Company’s 2020 Equity Participation Plan, as amended and/or restated from time to time (the “Equity Plan”). Unless otherwise provided by the Board, a grantee of deferred stock shall have no rights as a Company stockholder with respect to such deferred stock until such time as the common stock underlying the award has been issued.

  44. Compensation of Directors

    | Elements of 2023 Non-Employee Director Compensation | | | Annual cash retainer for Board service | $60,000 | | Additional annual cash retainer for: | | | Lead Independent Director | $50,000 | | Non-Chair Members of the: | | | Audit Committee | $20,000 | | Executive Compensation Committee | $10,000 | | Nominating and Corporate Governance Committee | $6,000 | | Chair of the: | | | Audit Committee | $45,000 | | Executive Compensation Committee | $35,000 | | Nominating and Corporate Governance Committee | $25,000 | | Restricted stock award (approximate grant value date) (1) | $175,000 |

  45. Compensation of Directors

    (1) Restricted stock awards vest in 20% increments over a five-year period from the date of grant, subject to continued service. Beginning in 2024, non-employee directors may receive an award of LTIP Units (as defined below) in lieu of a restricted stock award.

  46. Non-Management Director Compensation for 2023

    Non-Management Director Compensation for 2023 The following table sets forth the compensation that each non-management director earned in the calendar year 2023.

  47. Non-Management Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Philip E. Coviello | 121,000 | 175,086 | 296,086 | | Frank Lourenso | 108,500 | 175,086 | 283,586 | | Henry Moniz | 96,000 | 175,086 | 271,086 | | Mary Hogan Preusse | 165,000 | 175,086 | 340,086 | | Valerie Richardson | 108,500 | 175,086 | 283,586 | | Richard B. Saltzman | 96,000 | 175,086 | 271,086 |

  48. Non-Management Director Compensation for 2023

    (1) As of December 31, 2023, Messrs. Lourenso and Saltzman were entitled to 47,019 shares and 78,808 shares of deferred stock, respectively. (2) Amounts reflect the dollar amount, without any reduction for risk of forfeiture, of the equity awards granted during the fiscal year ended December 31, 2023 based on the aggregate grant date fair value, calculated in accordance with the provision of FASB ASC 718. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 22 to Consolidated Financial Statements in the Company’s annual report on Form 10–K for the year ended December 31, 2023. As of December 31, 2023, Messrs. Lourenso, Coviello, Saltzman and Ms. Hogan Preusse and Ms. Richardson each held 25,588 shares of restricted stock and Mr. Moniz held 19,886 shares of restricted stock.

  49. Non-Management Director Compensation for 2023

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  50. Oversight of Compensation

    | Executive Compensation Highlights | | | WHAT WE DO | | | • | Align pay with performance | | • | Deliver a substantial portion of the value of equity awards in performance shares | | • | Include ESG metrics in our annual incentive program | | • | Review and approve our annual and long-term incentive plan awards | | • | Pay dividends earned on performance shares only after the performance shares are earned and vested | | • | Review our peer group annually | | • | Use an independent compensation consultant | | • | Have severance arrangements but not employment agreements | | • | Have a compensation clawback policy | | • | Maintain a 100% independent Executive Compensation Committee | | • | Conduct annual assessments of compensation at risk | | WHAT WE DO NOT DO | | | • | Provide payment gross-ups for taxes | | • | Provide compensation or incentives that encourage unreasonable risk-taking |

  51. Comparison to Competitive Market

    Comparison to Competitive Market The Executive Compensation Committee reviews competitive compensation data from a select group of peer companies and broader survey sources. However, NEO compensation is not a direct function of market pay levels. Instead, the Executive Compensation Committee uses market data to help confirm that its NEO pay practices are reasonable. For 2023, the following peer group, which is used to benchmark pay practices and with whom we compete for talent, was reviewed. Duke was removed from the peer group due to its acquisition by Prologis, and W.P. Carey was added as a comparable peer based on revenue and market capitalization metrics. Our senior management team proposed the peer group of companies, which was reviewed and approved by the Executive Compensation Committee and independently reviewed by Pay Governance. Pay Governance reports directly to the Executive Compensation Committee and, in 2023, provided no services to the Company other than executive compensation consulting services. The Executive Compensation Committee reviews compensation data specific to the individual constituents of each peer company as provided in the respective annual proxy statements. The survey sources utilized by the Executive Compensation Committee in reviewing executive compensation provide aggregate data, and the Executive Compensation Committee is not provided with compensation data specific to any individual constituent company in the surveys, other than any overlap between the survey constituent companies and our peer group discussed above.

  52. Comparison to Competitive Market

    | Peer Company | Reviewed in 2022 for Setting 2023 Compensation | Reviewed in 2023 for Setting 2024 Compensation | | AvalonBay Communities Inc. | a | a | | Boston Properties Inc. | a | a | | Brixmor Property Group | a | a | | Equity Residential | a | a | | Federal Realty Investment Trust | a | a | | Healthpeak Properties | a | a | | Kite Realty Group | a | a | | Kilroy Realty Corp. | a | a | | Public Storage | a | a | | Realty Income Corp. | a | a | | Regency Centers Corp. | a | a | | Site Centers | a | a | | SL Green Realty Corp. | a | a | | The Macerich Company | a | a | | Urban Edge Properties | a | a | | Vornado Realty Trust | a | a | | W.P. Carey | a | a |

  53. Comparison to Competitive Market

    | kimcorealty.com | 2024 Proxy Statement | 25 |

  54. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program Our executive compensation program provides pay-for-performance compensation that we believe is aligned with the interests of our stockholders and is designed to continue to attract, retain and appropriately motivate our key employees who drive long-term value creation. Adjusted FFO, Recurring EBITDA including the pro-rata share of joint ventures (“Recurring EBITDA”), and Leverage, defined as consolidated debt plus the pro-rata share of joint venture debt divided by the total gross consolidated assets and the pro-rata share of joint venture gross assets, are the Company-defined financial metrics used in our annual incentive program, ensuring that pay and performance, as measured in our executive compensation program, are aligned. The Committee also assesses each NEO’s individual contributions to the Company’s performance in determining awards under our annual incentive program. The primary components of our executive compensation program, for purposes of establishing 2023 targeted pay, were: Consistent with our executive compensation program, the significant majority of the total compensation for our CEO and all other NEOs for 2023 was performance-based, commensurate with business results, and “at risk” unless such business results were achieved, as illustrated below. * Amounts are based on the Summary Compensation Table for 2023 on page 35, excluding the portion of Mr. Milton Cooper’s 2022 bonus that was awarded in 2023 in the form of a stock award as well as the special equity awards that Messrs. Ross Cooper and Jamieson received in 2023.

  55. Base Salary

    Base Salary In reviewing our NEOs’ base salaries, the Executive Compensation Committee considers each NEO’s scope of responsibilities, individual qualifications and experience, future potential, past performance and the practices of our peer group, without applying a quantitative formula. We did not seek a specific target within our peer group. Base salary increases, if any, are effective January 1 and are approved by the Board of Directors and the Committee. No formulaic base salary increases are provided to the NEOs, and other forms of compensation are generally used to reward overall Company performance or exceptional performance of a particular NEO. The annual base salaries for our NEOs for 2023 were unchanged from their 2022 annual base salaries.

  56. Annual Incentive Plan

    Annual Incentive Plan Under our executive compensation program, each of the NEOs was eligible to receive an annual cash bonus for 2023 based on the Company’s corporate / financial performance compared to targets, ESG progress towards goals and the NEO’s individual performance against specific quantitative and qualitative goals as further discussed starting on page 28. For 2023, each NEO’s annual bonus opportunity for the performance year was 60% based on the Company’s corporate / financial performance compared to targets as measured by the Company’s (1) Adjusted FFO per diluted share compared to Target FFO, (2) Recurring EBITDA compared to Target EBITDA and (3) Leverage compared to Target Leverage; 30% based on individual NEO performance against specific quantitative and qualitative goals and as evaluated by the Executive Compensation Committee, and 10% based on the achievement of certain ESG initiatives. We calculate Recurring EBITDA starting with the calculation of EBITDA described in Annex A on page 56 and excluding the effects of certain transactional income and expenses. The table below shows the percentage of the 2023 Total Annual Target Bonus that each of our NEOs would receive based on achievement of specified levels for corporate / financial performance, individual performance and achievement of certain ESG initiatives.

  57. Annual Incentive Plan

    | Performance Criteria | | | Annual Incentive Component Earned as Percent of the 2023 Total Annual Target Bonus(1) | | | | | | | | Threshold | Target | Exceed Target | Maximum | | Corporate / Financial Performance | Company’s Target Measures | 2023 Actual Performance | (achieved if 50% of target measures are attained) | (achieved if 100% of target measures are attained) | (achieved if 150% of target measures are attained) | (achieved if 200% of target measures are attained) | | • Adjusted FFO, per diluted share | >$1.56 | $1.57 | 18.0% | 36.0% | 54.0% | 72.0% | | • Recurring EBITDA | >$1,278.0M | $1,291.9M | 6.0% | 12.0% | 18.0% | 24.0% | | • Leverage | <35.4% | 34.8% | 6.0% | 12.0% | 18.0% | 24.0% | | Individual Performance •Evaluation of individual NEO performance by the Executive Compensation Committee against specific quantitative and qualitative goals approved by the Board | | | 7.5% | 30.0% | 45.0% | 60.0% | | ESG Performance • Evaluation against specific ESG goals | | | 2.5% | 10.0% | 15.0% | 20.0% | | Total 2023 Annual Bonus Payable | | | 40.0% | 100.0% | 150.0% | 200.0% |

  58. Annual Incentive Plan

    (1) The annual bonus is linearly interpolated between the specified performance levels. In establishing the target bonuses, we considered the responsibilities of each NEO, Mr. Flynn’s recommendations (other than with respect to his own target bonus) and the peer group practices discussed in “Comparison to Competitive Market.” The Committee awarded 2023 bonuses based on the following analysis of our corporate / financial performance, each applicable NEO’s individual performance and the achievement of certain ESG initiatives.

  59. Annual Incentive Plan

    | kimcorealty.com | 2024 Proxy Statement | 27 |

  60. Individual Performance

    Individual Performance The Executive Compensation Committee considers each NEO’s overall performance in determining the individual performance component of each NEO’s annual bonus. For the NEOs other than the CEO, the Committee also considers our CEO’s evaluation of each NEO’s performance and his recommendations for the individual performance bonuses. The Committee awarded each of Messrs. Milton Cooper, Ross Cooper, Cohen and Jamieson bonuses for calendar year 2023 based on recommendations made by Mr. Flynn and the Committee’s assessment of their 2023 performance compared to specific quantitative and qualitative goals. The Committee awarded Mr. Flynn’s bonus for calendar year 2023 based on the Committee’s review of Mr. Flynn’s 2023 performance. The decision to pay each NEO an annual bonus of 200% of their target bonus with respect to their individual component was based on the Committee’s quantitative and qualitative assessment of each individual’s contributions to the Company’s performance in 2023 in their respective job functions. The material components of such contributions include but are not limited to:

  61. Annual Incentive Plan – 2023 Results Vs. Incentive Plan Goals

    Annual Incentive Plan – 2023 Results Vs. Incentive Plan Goals

  62. 2023 Annual Incentive Plan Bonuses

    2023 Annual Incentive Plan Bonuses

  63. 2023 Annual Incentive Plan Bonuses

    | Performance Metric | Actual Performance | Resulting Multiple of Target Earned | | Adjusted FFO, per diluted share | $1.57 | 125% | | Recurring EBITDA | $1,291.9M | 136.6% | | Leverage | 34.8% | 175% | | Corporate Responsibility (ESG) | Achieved | 200% | | Quantitative and Qualitative Assessment | Assessed | 200% |

  64. 2023 Annual Incentive Plan Bonuses

    | Name | Adjusted FFO, per diluted share | Recurring EBITDA | Leverage | Corporate Responsibility (ESG) | Quantitative and Qualitative Assessment | Total Annual Cash Incentive Earned for 2023(1) | | Milton Cooper(2) | $420,200 | $140,066 | $140,066 | $170,000 | $510,000 | $1,380,332 | | Conor C. Flynn | $889,834 | $296,611 | $296,611 | $360,000 | $1,080,000 | $2,923,056 | | Ross Cooper | $358,406 | $119,468 | $119,468 | $145,000 | $435,000 | $1,177,342 | | Glenn G. Cohen | $346,046 | $115,349 | $115,349 | $140,000 | $420,000 | $1,136,744 | | David Jamieson | $346,046 | $115,349 | $115,349 | $140,000 | $420,000 | $1,136,744 |

  65. 2023 Annual Incentive Plan Bonuses

    (1) NEOs may elect to receive Restricted Stock under the Company’s Equity Plan in lieu of some or all of their annual cash bonus for calendar year 2023. The number of shares of Restricted Stock will be determined by (i) multiplying 120%, by the applicable bonus amount (or portion thereof) and (ii) dividing the product by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on February 14, 2024, with the result rounded to the nearest ten shares. The NEO may elect a five-year ratable vesting or a five-year cliff vesting schedule. (2) Mr. Milton Cooper elected to be paid his 2023 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of the Company’s common stock on the date immediately preceding the date of grant and was awarded 85,070 shares on February 15, 2024 that vest on February 13, 2029, subject to continued employment with the Company on the applicable vesting date.

  66. 2023 Annual Incentive Plan Bonuses

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  67. 2023 Compensation Awarded

    | Name | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Milton Cooper | 750,000 | 2,827,704 | 1,380,332 | 3,759 | 4,961,795 | | Conor C. Flynn | 1,000,000 | 10,001,802 | 2,923,056 | 26,336 | 13,951,194 | | Ross Cooper | 700,000 | 4,000,703 | 1,177,342 | 25,838 | 5,903,883 | | Glenn G. Cohen | 675,000 | 3,000,668 | 1,136,744 | 24,197 | 4,836,609 | | David Jamieson | 675,000 | 4,000,703 | 1,136,744 | 13,899 | 5,826,346 |

  68. Long-Term Incentive Plan Overview

    Long-Term Incentive Plan Overview The Company maintains a long-term incentive plan pursuant to which the Company makes annual equity-based compensation awards to the NEOs. The Executive Compensation Committee used its business judgment, after reviewing various peer compensation data, to determine appropriate equity compensation in order to recognize the potential of our executive officers for our business and retain our executive officers for the long term.

  69. 2023 Long-Term Incentive Weighting at Target*

    2023 Long-Term Incentive Weighting at Target*

  70. 2023 Long-Term Incentive Weighting at Target*

    | Long-Term Incentive Component | NEOs’ Weight at Target | | Time-based Restricted Shares | 33% | | Performance Shares: 2023-2025 Relative TSR | 67% |

  71. 2023 Long-Term Incentive Weighting at Target*

    * Excludes shares granted to Mr. Milton Cooper in 2023 in lieu of his 2022 annual bonus and Messrs. Ross Cooper’s and Jamieson’s extraordinary awards In 2021, each of the NEOs was granted performance shares that permitted them to earn vested shares of common stock based on the Company’s total stockholder return (“TSR”) compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of grant. The grant date fair value of the performance shares granted to Messrs. Milton Cooper and Flynn for 2021 was $1,203,334 and $4,297,194, respectively, and for Messrs. Ross Cooper, Cohen and Jamieson was $1,332,139 each calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. The Monte Carlo method is a methodology that generates a large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award – in this case, the Company’s TSR over the applicable performance period and the TSR of the companies in the Bloomberg REIT Shopping Center Index. The Company’s TSR for the 2021-2023 performance period was in the 80.6% percentile of the peer group. In making this determination, the Executive Compensation Committee removed Urstadt Biddle Properties Inc. from the peer group because they ceased to be publicly traded, and also removed RPT, because the Executive Compensation Committee determined that it was no longer suitable for inclusion because an acquisition was announced during the performance period. Because this was above the target level of the award but below the maximum level, 177.9% of the shares were issued in respect of the 2021 performance share awards and each of the NEOs realized a value in respect of these awards.

  72. Long-Term Incentives — Time-based Restricted Shares

    Long-Term Incentives — Time-based Restricted Shares Approximately 33% of the value of the equity awards granted in 2023 to the NEOs was awarded in the form of time-vesting restricted stock eligible to vest (excluding the grant that Mr. Cooper received in respect of his bonus and the special grants awarded to Messrs. Ross Cooper and Jamieson), at the election of the NEO, either in 20% increments on each of the first, second, third, fourth and fifth anniversaries of February 13, 2023, or in a single installment on February 13, 2028. The Executive Compensation Committee, recognizing the current and future criticality of executing on Kimco’s 2025 strategy and the importance of key contributor retention, determined that Messrs. Ross Cooper and Jamieson warranted a special retention award. Additional details on the overall performance in 2023 of Messrs. Ross Cooper and Jamieson are found in the Individual Performance section beginning on page 28. For 2023, the time-vesting awards were granted under the Equity Plan. The actual time-vesting awards granted in 2023 are set out in the “Grants of Plan-Based Awards for 2023” table on page 37. In 2023, we also issued Mr. Milton Cooper 92,180 shares of restricted stock subject to time-based vesting conditions. These shares were issued pursuant to his election to receive his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the day before the grant date equal to 120% of his bonus award. These restricted shares are scheduled to vest in a single installment on February 13, 2028. These restricted shares also entitle him to receive dividends associated with the underlying shares.

  73. Long-Term Incentives — Time-based Restricted Shares

    | 30 | Kimco Realty | kimcorealty.com |

  74. Long-Term Incentives — Performance Shares

    Long-Term Incentives — Performance Shares Approximately 67% of the value of the equity awards granted in 2023 (excluding the award granted to Mr. Milton Cooper in 2023 in lieu of his 2022 annual bonus and Messrs. Ross Cooper’s and Jamieson’s extraordinary awards) to the NEOs was awarded in the form of performance shares. The performance shares granted in 2023 permit the NEOs to earn vested shares of common stock based on the Company’s TSR compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of the grant. The performance shares granted in 2023 also include the right to receive, if and when the underlying shares are earned, the equivalent value (paid in shares without interest) of dividends declared on the earned shares following issuance of the performance shares and before issuance of any earned stock. The 2023 performance shares provide a target number of shares that may be earned in the performance period if the Company’s TSR for the period equals the 50th percentile of its peers listed in the Bloomberg REIT Shopping Center Index. The number of performance shares actually earned for the performance period may range between a threshold of 50% of the target number of shares if the Company’s TSR for the period is at least in the 25th percentile of its peers listed in the Bloomberg REIT Shopping Center Index and a maximum of 200% of the target number of shares for the period if the Company’s TSR for the period equals or exceeds the 85th percentile of its peers listed in the Bloomberg REIT Shopping Center Index. Linear interpolation is used to determine the shares earned for the performance period if the Company’s total stockholder return falls between the specified percentile levels. If the Company’s TSR for the performance period is less than the threshold level, no performance shares are earned or issued for the period. Companies listed in the Bloomberg REIT Shopping Center Index on January 1st of each calendar year (excluding the Company) are the peer group used to determine relative TSR and the number of shares of stock earned with respect to each performance period beginning on January 1, 2023. If a constituent company in the peer group ceases to be actively traded, due, for example, to merger or bankruptcy or the Executive Compensation Committee otherwise reasonably determines that it is no longer suitable, then such company shall be removed from the peer group.

  75. Long-Term Incentives — Performance Shares

    | Peer Company | Bloomberg REIT Shopping Center Index as of 1/1/2023 | Bloomberg REIT Shopping Center Index as of 1/1/2024 | | Acadia Realty Trust | a | a | | Alexander’s Inc. | a | a | | Brixmor Property Group, Inc. | a | a | | Federal Realty Investment Trust | a | a | | Kite Realty Group Trust | a | a | | Phillips Edison | a | a | | RPT Realty | a | | | Regency Centers Corp. | a | a | | Retail Opportunity Investment Corp. | a | a | | Saul Centers Inc. | a | a | | Site Centers Corp. | a | a | | Urban Edge Properties | a | a | | Urstadt Biddle Properties Inc. (UBA) | a | | | Whitestone REIT | a | a |

  76. Long-Term Incentives — Performance Shares

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  77. Long-Term Incentives – Equity Awards

    Long-Term Incentives – Equity Awards The Executive Compensation Committee may accelerate equity vesting upon an NEO’s termination at its discretion, including upon a qualifying retirement from the Company. We do not maintain special pension plans for our NEOs because we believe the accelerated vesting of certain equity awards in connection with retirement should offset the lack of such plans, though we generally retain discretion on whether or not to accelerate equity awards in connection with retirement. If an NEO holding time-based restricted stock is terminated prior to vesting as a result of his death or disability or, with the consent of the Executive Compensation Committee, due to his retirement, or (for participants in the Executive Severance Plan) is terminated by the Company without cause, the employee would generally vest in the unvested stock. Prior to vesting, recipients of restricted stock may vote the shares and also receive dividends. Additionally, upon a qualifying termination of employment, a participant may remain eligible to receive payment for outstanding performance shares upon the achievement of the applicable performance goals and without regard to any continued employment condition.

  78. Executive Severance Plan – “Double-Trigger” Change in Control Severance Arrangement

    Executive Severance Plan – “Double-Trigger” Change in Control Severance Arrangement On March 15, 2010, the Executive Compensation Committee adopted the Kimco Realty Corporation Executive Severance Plan (as amended from time to time, the “Executive Severance Plan”), pursuant to which certain of our NEOs are eligible for severance payments if the covered executive’s employment is terminated by the Company without “Cause” or, following a change in control, by the executive for “Good Reason” (each as defined in the Executive Severance Plan), subject in all cases to the terms and conditions described in the Executive Severance Plan. Upon a covered termination of employment, a participant will receive two times the sum of (a) the participant’s annual base salary and (b) the amount of the participant’s annual bonus received in the prior year, payable in equal installments over the two years following the termination or in a lump sum if the termination occurs within two years following a change in control. The participant will also receive a payment equivalent to 18 months of premium payments for continued participation in the Company’s health insurance plans or successor plans (running concurrently with the COBRA period) and accelerated vesting of all unvested annual stock options and restricted stock awards, with the exception of extraordinary awards. In certain circumstances, if a participant would otherwise have incurred excise taxes under Section 4999 of the Internal Revenue Code (“Parachute Payment Taxes”), his or her payments will be reduced to the “safe harbor amount,” such that no such excise taxes would be due. The Executive Severance Plan does not provide for any gross-up payments for Parachute Payment Taxes incurred by any participant. Mr. Milton Cooper did not participate in the Company’s Executive Severance Plan for 2023.

  79. Tax and Accounting Considerations

    Tax and Accounting Considerations The recognition or deferral of period expense in our financial statements did not factor into the allocation of compensation among base salary, bonus and equity awards for 2023. Cash salary and bonuses are charged as an expense in the period in which the amounts are earned by the NEO. Certain provisions of the Internal Revenue Code may affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Committee takes into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A. Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately equal to three times their average annual compensation, and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The Committee takes into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1 million paid for any fiscal year to the corporation’s chief executive officer and certain other executive officers. The Committee has not adopted a policy requiring all executive compensation to be fully deductible and has authorized compensation payments that may be subject to the Section 162(m) limitation.

  80. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table sets forth the summary compensation of the NEOs of the Company for the 2023, 2022 and 2021 calendar years.

  81. Summary Compensation Table for 2023

    | Name | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Milton Cooper Executive Chairman of the Board of Directors | 2023 | 750,000 | 2,827,704(3) | 1,380,332(4) | 3,759 | 4,961,795 | | | 2022 | 750,000 | 2,104,990 | 1,636,250 | 3,732 | 4,494,972 | | | 2021 | 750,000 | 1,836,355 | 1,600,000 | 3,702 | 4,190,057 | | Conor C. Flynn Chief Executive Officer | 2023 | 1,000,000 | 10,001,802 | 2,923,056 | 26,336 | 13,951,194 | | | 2022 | 1,000,000 | 7,140,515 | 3,465,000 | 24,533 | 11,630,048 | | | 2021 | 1,000,000 | 5,963,854 | 3,500,000 | 24,284 | 10,488,138 | | Ross Cooper President and Chief Investment Officer | 2023 | 700,000 | 4,000,703 | 1,177,342 | 25,838 | 5,903,883 | | | 2022 | 700,000 | 3,141,912 | 1,395,625 | 25,838 | 5,263,375 | | | 2021 | 700,000 | 1,848,807 | 1,350,000 | 27,337 | 3,926,144 | | Glenn G. Cohen Executive Vice President and Chief Financial Officer | 2023 | 675,000 | 3,000,668 | 1,136,744 | 24,197 | 4,836,609 | | | 2022 | 675,000 | 2,141,988 | 1,347,500 | 24,094 | 4,188,582 | | | 2021 | 675,000 | 1,848,807 | 1,300,000 | 24,094 | 3,847,901 | | David Jamieson Executive Vice President and Chief Operating Officer | 2023 | 675,000 | 4,000,703 | 1,136,744 | 13,899 | 5,826,346 | | | 2022 | 675,000 | 3,141,912 | 1,347,500 | 15,317 | 5,179,729 | | | 2021 | 675,000 | 1,848,807 | 1,300,000 | 13,417 | 3,837,224 |

  82. Summary Compensation Table for 2023

    (1) Amounts reflect the compensation cost to the Company in 2023, 2022 and 2021 of the equity awards based on the aggregate grant date fair value calculated in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. Fair value is determined, depending on the type of award, using the closing price on the date immediately preceding the grant date or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. The Monte Carlo method is a methodology that generates a large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award-in this case, the Company’s total stockholder return over the applicable performance period and the total stockholder return of the companies in the applicable index of peer companies. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 22 to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023. The maximum possible value of the 2023 performance shares (200%), based on the closing price per share of our Common Stock on the date before they were granted ($21.30), was as follows: $2,000,070 for Mr. Milton Cooper; $7,999,854 for Mr. Flynn, $2,400,084 for Messrs. Ross Cooper, Cohen and Jamieson. For additional information regarding the equity awards granted to the NEOs in 2023 refer to the 2023 Grants of Plan-Based Awards table. In 2021, Messrs. Milton Cooper and Flynn were granted performance shares with a grant date fair value of $1,203,334 and $4,297,194, respectively and Messrs. Ross Cooper, Cohen and Jamieson were granted performance shares with a grant date fair value of $1,332,139, calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. As described above under “Compensation Discussion & Analysis-Long-Term Incentive Plan,” based on the Company’s performance during the applicable performance period, shares were issued in respect to the 2021 performance share awards which were issued on February 13, 2024 based on a $19.81 closing price as of the date prior to grant and Messrs. Milton Cooper and Flynn realized a value in respect of these awards in the amount of $2,083,848 and $7,441,610, respectively, and Messrs. Ross Cooper, Cohen and Jamieson realized a value in respect of these awards in the amount of $2,306,921, including dividend equivalents earned on the awarded 2021 performance shares. (2) In 2023, Messrs. Ross Cooper and Cohen received car allowances in the amount of $12,250 and $10,920, respectively. The Company provided Mr. Milton Cooper with the use of a car and driver to travel for Company business and Messrs. Flynn and Jamieson with the use of a car to conduct their duties as an executive officer of the Company. The NEOs’ drivers are employees who have additional responsibilities at the Company. The Company calculated the cost of the perquisite based on standard mileage rate and miles driven by the NEO for personal use. Accordingly, the aggregate incremental cost of this perquisite to the Company in 2023 for Messrs. Milton Cooper, Flynn, and Jamieson was $273, $4,717 and $784, respectively. The policy on the use of the cars for 2023, 2022 and 2021 is outlined below:

  83. Summary Compensation Table for 2023

    | • | the cars and drivers were available, when not in use by the foregoing executive officers, for other employees conducting Company business; | | • | these services were also available under certain circumstances to third parties involved in Company business at the Company’s Jericho location; | | • | the cars and drivers were used from time to time for deliveries and other transportation of documents or other materials; and | | • | the cars were available to these officers with drivers for business related travel and without drivers for personal use. |

  84. Summary Compensation Table for 2023

    The Company’s policy on paid time off provides employees who have attained 10 years of service one week of pay in lieu of one additional week of paid time off annually. Messrs. Flynn, Ross Cooper, Cohen, and Jamieson each received such payment in the amount of $19,231, $13,462, $12,981 and $12,981, respectively. Mr. Milton Cooper is excluded from this paid time off benefit. In 2023, Mr. Flynn received a $2,000 payment in recognition for attaining a 20-year service milestone with the Company. The Company paid $270 for Mr. Flynn in respect to a subscription of LifeLock for identity protection services. The Company also provided all of our NEOs a limited long-term care benefit of $3,500 per month as part of a group policy. The annual premium on this benefit for Messrs. Milton Cooper, Flynn, Ross Cooper, Cohen, and Jamieson was $3,486, $118, $126, $296 and $134, respectively. (3) Mr. Milton Cooper elected to be paid his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of our Common Stock on the date immediately preceding the date of grant and was awarded 92,180 shares on February 16, 2023 that vest on February 13, 2028, subject to continued employment with the Company on the applicable vesting date. Amount shown includes $327,253, which represents the grant date fair value calculated in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures, of the number of restricted shares with a grant date fair value of 20% of Mr. Milton Cooper’s 2022 annual bonus payment. For additional information regarding this equity award, refer to the 2023 Grants of Plan-Based Awards table. (4) Mr. Milton Cooper elected to be paid his 2023 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of our Common Stock on the date immediately preceding the date of grant and was awarded 85,070 shares on February 15, 2024 that vest on February 13, 2029, subject to continued employment with the Company on the applicable vesting date.

  85. Summary Compensation Table for 2023

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  86. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table provides information on non-equity and equity incentive plan awards granted to the NEOs during 2023:

  87. Grants of Plan-Based Awards for 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stocks or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Milton Cooper | — | | 340,000 | 850,000 | 1,700,000 | — | — | — | — | — | | | 2/16/2023 | 1/31/2023 | — | — | — | 23,475 | 46,950 | 93,900 | — | 2,000,540 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 23,470(2) | 499,911 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 15,364(4) | 327,253 | | Conor C. Flynn | — | | 720,000 | 1,800,000 | 3,600,000 | — | — | — | — | — | | | 2/16/2023 | 1/31/2023 | — | — | — | 93,895 | 187,790 | 375,580 | — | 8,001,732 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 93,900(2) | 2,000,071 | | Ross Cooper | — | | 290,000 | 725,000 | 1,450,000 | — | — | — | — | — | | | 2/16/2023 | 1/31/2023 | — | — | — | 28,170 | 56,340 | 112,680 | — | 2,400,647 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 28,170(2) | 600,021 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 46,950(5) | 1,000,035 | | Glenn G. Cohen | — | | 280,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | 2/16/2023 | 1/31/2023 | — | — | — | 28,170 | 56,340 | 112,680 | — | 2,400,647 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 28,170(2) | 600,021 | | David Jamieson | — | | 280,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | 2/16/2023 | 1/31/2023 | — | — | — | 28,170 | 56,340 | 112,680 | — | 2,400,647 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 28,170(2) | 600,021 | | | 2/16/2023 | 1/31/2023 | — | — | — | — | — | — | 46,950(5) | 1,000,035 |

  88. Grants of Plan-Based Awards for 2023

    (1) The actual payout amounts are set out in the Summary Compensation Table for 2023. (2) Each of the NEOs received a time-vesting restricted stock award on February 16, 2023 under the Equity Plan. Restricted stock awards vest in 20% increments on February 13th of the first, second, third, fourth and fifth anniversaries of the grant date, subject to continued employment with the Company on the applicable vesting date, except that Messrs. Milton Cooper, Flynn, Ross Cooper and Cohen elected for their respective stock awards to instead vest in a single installment on February 13th of the fifth anniversary of the grant date, subject to continued employment with the Company on the applicable vesting date. (3) All awards were granted under the Equity Plan. Fair value is determined, depending on the type of award, using the Monte Carlo method or the closing price per share of the Company’s common stock on the date immediately preceding the grant date, which are intended to estimate the grant date fair value of the performance shares and restricted stock, respectively. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 22 to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023. (4) Mr. Milton Cooper elected to receive all or a portion of his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the date immediately preceding the grant date equal to 120% of his bonus award. The amount represents the number of restricted shares with a grant date fair value of 20% of Mr. Milton Cooper’s 2022 elected conversion amount. (5) Messrs. Ross Cooper and Jamieson were awarded 46,950 shares of restricted stock on February 16, 2023. Messrs. Ross Cooper and Jamieson’s awards vest in a single installment on February 13th of the fifth anniversary of the grant date, subject to continued employment with the Company on the applicable vesting date.

  89. Grants of Plan-Based Awards for 2023

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  90. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table provides information on outstanding equity awards as of December 31, 2023 for each NEO.

  91. Outstanding Equity Awards as of December 31, 2023

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Milton Cooper | 2/13/2019 | 26,320(2) | 560,879 | | | | | 2/13/2019 | 65,620(3) | 1,398,362 | | | | | 2/13/2020 | 24,860(2) | 529,767 | | | | | 2/13/2020 | 77,660(4) | 1,654,935 | | | | | 2/18/2021 | 26,200(2) | 558,322 | | | | | 2/18/2021 | 56,060(5) | 1,194,639 | | | | | 2/17/2022 | 20,600(2) | 438,986 | | | | | 2/17/2022 | 79,110(6) | 1,685,834 | | | | | 2/17/2022 | | | 82,400 | 1,755,944 | | | 2/16/2023 | 23,470(2) | 500,146 | | | | | 2/16/2023 | 92,180(7) | 1,964,356 | | | | | 2/16/2023 | | | 93,900 | 2,001,009 | | Conor C. Flynn | 2/13/2019 | 51,700(2) | 1,101,727 | | | | | 2/13/2019 | 19,980(3) | 425,774 | | | | | 2/13/2020 | 88,790(2) | 1,892,115 | | | | | 2/18/2021 | 93,580(2) | 1,994,190 | | | | | 2/17/2022 | 82,410(2) | 1,756,157 | | | | | 2/17/2022 | | | 329,620 | 7,024,202 | | | 2/16/2023 | 93,900(2) | 2,001,009 | | | | | 2/16/2023 | | | 375,580 | 8,003,610 | | Ross Cooper | 2/13/2019 | 16,450(2) | 350,550 | | | | | 10/31/2019 | 46,000(8) | 980,260 | | | | | 2/13/2020 | 27,530(2) | 586,664 | | | | | 2/18/2021 | 29,010(2) | 618,203 | | | | | 2/17/2022 | 24,720(2) | 526,783 | | | | | 2/17/2022 | 41,200(8) | 877,972 | | | | | 2/17/2022 | | | 98,880 | 2,107,133 | | | 2/16/2023 | 28,170(2) | 600,303 | | | | | 2/16/2023 | 46,950(8) | 1,000,505 | | | | | 2/16/2023 | | | 112,680 | 2,401,211 | | Glenn G. Cohen | 2/13/2019 | 29,140(2) | 620,973 | | | | | 2/13/2020 | 27,530(2) | 586,664 | | | | | 2/18/2021 | 29,010(2) | 618,203 | | | | | 2/18/2021 | | | | | | | 2/17/2022 | 24,720(2) | 526,783 | | | | | 2/17/2022 | | | 98,880 | 2,107,133 | | | 2/16/2023 | 28,170(2) | 600,303 | | | | | 2/16/2023 | | | 112,680 | 2,401,211 | | David Jamieson | 2/13/2019 | 3,290(9) | 70,110 | | | | | 8/1/2019 | 52,060(10) | 1,109,399 | | | | | 2/13/2020 | 11,012(9) | 234,666 | | | | | 2/18/2021 | 17,406(9) | 370,922 | | | | | 2/17/2022 | 19,776(9) | 421,427 | | | | | 2/17/2022 | 41,200(10) | 877,972 | | | | | 2/17/2022 | | | 98,880 | 2,107,133 | | | 2/16/2023 | 28,170(9) | 600,303 | | | | | 2/16/2023 | 46,950(10) | 1,000,505 | | | | | 2/16/2023 | | | 112,680 | 2,401,211 |

  92. Outstanding Equity Awards as of December 31, 2023

    (1) Represents performance share awards granted in 2022 and 2023 for which the applicable performance period has not been completed. Each performance share award granted in 2021 provided for the ability to earn and receive shares after the end of a three-year performance period based on the Company’s total stockholder return in the applicable performance period compared to peers listed in the Bloomberg REIT Shopping Center Index. The Company’s total stockholder return for the 2021-2023 performance period was in the 80 6/10th percentile of its peer group. Therefore, each NEO earned a number of shares representing 177.9% of the performance share award granted to them in 2021. Each performance share award granted in 2022 and 2023 provides for the ability to earn and receive shares after the end of a three-year performance period based on the Company’s total stockholder return in the applicable performance period compared to peers listed in the Bloomberg REIT Shopping Center Index. Shares of stock issued with respect to earned performance share awards are fully vested at issuance. (2) Represents shares of restricted stock that vest in a single installment on February 13th of the fifth anniversary of the grant, subject to continued employment with the Company on the applicable vesting date. (3) Messrs. Milton Cooper and Flynn’s grant on February 13, 2019 of 65,620 and 19,980 shares, respectively, were issued as a result of their election to receive their 2018 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2024, subject to continued employment with the Company on the applicable vesting date.

  93. Outstanding Equity Awards as of December 31, 2023

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  94. Outstanding Equity Awards as of December 31, 2023

    (4) Mr. Milton Cooper’s grant on February 13, 2020 of 77,660 shares were issued as a result of his election to receive his 2019 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2025, subject to continued employment with the Company on the applicable vesting date. (5) Mr. Milton Cooper’s grant on February 18, 2021 of 56,060 shares were issued as a result of his election to receive his 2020 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2026, subject to continued employment with the Company on the applicable vesting date. (6) Mr. Milton Cooper’s grant on February 17, 2022 of 79,110 shares were issued as a result of his election to receive his 2021 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2027, subject to continued employment with the Company on the applicable vesting date. (7) Mr. Milton Cooper’s grant on February 16, 2023 of 92,180 shares were issued as a result of his election to receive his 2022 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2028, subject to continued employment with the Company on the applicable vesting date. (8) Mr. Ross Cooper received special awards of restricted stock on October 31, 2019, February 17, 2022 and February 16, 2023, which vest in a single installment on the October 31, 2024, February 13, 2027 and February 13, 2028, respectively, subject to continued employment with the Company on the applicable vesting date. (9) Represents shares of restricted stock that vest in 20% increments on February 13th of the first, second, third, fourth and fifth anniversaries of the grant date, subject to continued employment with the Company on the applicable vesting date. (10) Mr. Jamieson received special awards of restricted stock on August 1, 2019, February 17, 2022 and February 16, 2023, which vest in a single installment on the August 1, 2024, February 13, 2027 and February 13, 2028, respectively, subject to continued employment with the Company on the applicable vesting date.

  95. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  96. Option Exercises and Stock Vested in 2023

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting($)(2) | | Milton Cooper | 214,450 | 4,607,386 | | Conor C. Flynn | 440,457 | 9,402,739 | | Ross Cooper | 135,397 | 2,890,046 | | Glenn G. Cohen | 150,727 | 3,222,247 | | David Jamieson | 141,771 | 3,028,171 |

  97. Option Exercises and Stock Vested in 2023

    (1) Incorporates dividend equivalents that were converted to shares based on the closing price on the date immediately preceding the grant date. (2) Computed by multiplying the number of shares of Common Stock by the closing price on the date immediately preceding the vesting date and computing the dividend equivalent value earned during the performance period.

  98. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Please see page 32 “Additional Compensation Considerations – Executive Severance Plan – ‘Double-Trigger’ Change in Control Severance Arrangement” above for a discussion of certain compensation and benefits which our NEOs would receive upon a termination or change in control. None of the NEOs have “single trigger” arrangements that entitle them to benefits solely due to a change in control. However, upon a change in control, if an equity award is assumed or substituted in the change in control and the holder experiences a qualifying termination of service on or within 12 months following the change in control, the award will automatically vest in full. If an award is not assumed or substituted in a change in control, the Committee may cause such awards to become fully vested. Furthermore, upon a change in control, our performance share awards would be evaluated based on a shortened performance period ending on the date of the change in control, and any resulting restricted stock would, if not assumed in the change in control, automatically vest in full.

  99. Assumed Termination Without Cause

    | Name | Base Salary Component of Lump-Sum Payment ($)(1) | Bonus Component of Lump-Sum Payment ($)(1)(2) | Stock Awards ($)(3) | Health Benefits ($)(4) | Total ($)(5) | | Milton Cooper | - | - | $3,756,953 | - | $3,756,953 | | Conor C. Flynn | $2,000,000 | $6,930,000 | $24,198,784 | $59,251 | $33,188,035 | | Ross Cooper | $1,400,000 | $2,791,250 | $7,190,846 | $59,251 | $11,441,347 | | Glenn G. Cohen | $1,350,000 | $2,695,000 | $7,461,270 | $59,251 | $11,565,521 | | David Jamieson | $1,350,000 | $2,695,000 | $6,205,770 | $58,950 | $10,309,720 |

  100. Assumed Termination in Connection With a Change in Control

    | Name | Base Salary Component of Lump-Sum Payment ($)(1) | Bonus Component of Lump-Sum Payment ($)(1)(2) | Stock Awards ($)(3) | Health Benefits ($)(4) | Total ($)(5) | | Milton Cooper | - | - | $3,756,953 | - | $3,756,953 | | Conor C. Flynn | $2,000,000 | $6,930,000 | $24,198,784 | $59,251 | $33,188,035 | | Ross Cooper | $1,400,000 | $2,791,250 | $7,190,846 | $59,251 | $11,441,347 | | Glenn G. Cohen | $1,350,000 | $2,695,000 | $7,461,270 | $59,251 | $11,565,521 | | David Jamieson | $1,350,000 | $2,695,000 | $6,205,770 | $58,950 | $10,309,720 |

  101. CEO Pay Ratio

    CEO Pay Ratio We have estimated the ratio between our CEO’s total annual compensation and the median annual total compensation of all employees (except the CEO) for 2023. In determining the median employee we considered taxable compensation totals in 2023. We identified the “Median Employee” based on the taxable compensation of all full-time, part-time, and temporary employees employed by us on December 31, 2023. Then, we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our CEO in 2023, Mr. Flynn, had annual total compensation of $ 13,951,194 and our Median Employee had annual total compensation of $112,894. Therefore, we estimate that our CEO’s annual total compensation in 2023 is approximately 123 times that of the median of the annual total compensation of all of our employees, excluding the CEO.

  102. CEO Pay Ratio

    | kimcorealty.com | 2024 Proxy Statement | 41 |

  103. CEO Pay Ratio

    | Pay Versus Performance | | | | | | | | | | The following table sets forth information concerning the compensation of our Principal Executive Officer (“PEO”) and our Non-PEO NEOs for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year: | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (2) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income ($) | Adjusted FFO per Fully Diluted Share (3) | | 2023 | 13,951,194 | 14,553,428 | 5,382,158 | 5,948,179 | 183 | 143 | 629,300,000 | 1.57 | | 2022 | 11,630,048 | 11,071,076 | 4,781,665 | 4,643,754 | 149 | 120 | 100,800,000 | 1.59 | | 2021 | 10,488,138 | 22,641,017 | 3,950,332 | 8,927,274 | 128 | 167 | 818,600,000 | 1.48 | | 2020 | 7,713,508 | 6,886,881 | 2,974,349 | 2,471,755 | 75 | 126 | 975,400,000 | 1.20 |

  104. CEO Pay Ratio

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

  105. CEO Pay Ratio

    | Year | PEO | Non-PEO NEOs | | 2023 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson | | 2022 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson | | 2021 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson | | 2020 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson |

  106. CEO Pay Ratio

    | (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Bloomberg REIT Shopping Center Index. |

  107. CEO Pay Ratio

    | (3) Adjusted FFO per fully diluted share is a non-GAAP measure. See Annex A starting on page 54 for the definition of Adjusted FFO and a reconciliation of net income to Adjusted FFO. |

  108. CEO Pay Ratio

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  109. CEO Pay Ratio

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

  110. CEO Pay Ratio

    | | 2023 | | | Adjustments | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(10,001,802) | $(3,457,445) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $10,004,619 | $3,665,676 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | - | - | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $86,590 | $38,855 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $73,860 | $35,746 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | - | - | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $438,967 | $283,189 | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | - | - | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | - | - | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | - | - | | TOTAL ADJUSTMENTS | $602,234 | $566,021 |

  111. CEO Pay Ratio

    | kimcorealty.com | 2024 Proxy Statement | 43 |

  112. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  113. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  114. Pay Versus Performance Tabular List

    | • | Peer Group TSR over a three year performance period; | | • | Adjusted FFO per diluted share; | | • | EBITDA; and | | • | Leverage |

  115. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see the sections titled “Annual Incentive Plan” and “Long-Term Incentives — Performance Shares” in our CD&A elsewhere in this Proxy Statement.

  116. Pay Versus Performance Tabular List

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  117. Stockholder Nominees for Director and Other Proposals

    Stockholder Nominees for Director and Other Proposals Under our current Bylaws, nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at our 2025 Annual Meeting, but not pursuant to Rule 14a-8, may be made by a stockholder who was a stockholder of record at the record date for the meeting, at the time of giving notice by the stockholder and at the time of the meeting who is entitled to vote in the election of each individual so nominated or on such other business and who delivers notice along with the additional information and materials required by our current Bylaws to be received by our Secretary at the principal executive office of the Company not earlier than 150 days and not later than 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of the proxy statement for the Meeting. In order for a nomination to be considered, proponents must provide all the information required by our current Bylaws. We also may require any proposed nominee to furnish such other information as may be reasonably required to determine whether the proposed nominee is eligible to serve as a director or that could be material to a reasonable stockholder’s understanding of the nominee’s independence or lack thereof. You can obtain a copy of the full text of the current Bylaw provision noted above by writing to our Secretary, Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. Our current bylaws are referenced as an exhibit in our annual report on Form 10-K for the year ended December 31, 2023. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act. In addition, our proxy access Bylaw permits a stockholder (or group of up to 20 stockholders) owning 3% or more of the Company’s issued and outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the number of directors up for election, if the nominating stockholder(s) and the nominee(s) satisfy the eligibility, procedural and disclosure requirements in the Bylaws. For the 2025 Annual Meeting, notice of a proxy access nomination must be delivered to our Secretary at the address above no earlier than October 26, 2024 and no later than 5:00 p.m., Eastern Time, on November 25, 2024.