DEF 14A of Kimco Realty Corp
Filed Apr 8, 2026 · FY20250001206774-26-000197
Proposal 1: Election of Directors
Proposal 1: Election of Directors
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 is currently comprised of 10 directors, all of whom other than Mr. Frank Lourenso are standing for election at the Annual 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 nine 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. Each of the nominees recommended for election are expected to be able to serve. If, however, any nominee is unable to serve, the proxies may vote for a substitute nominee recommended by the Nominating and Corporate Governance Committee and nominated by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. We are requesting that the stockholders elect the nominees for director (listed below) to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The Board recommends a vote FOR each nominee.
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 and Board Refreshment section, consideration is given to assuring that the Board, as a whole, considers the overall range of backgrounds on the board in its broadest sense, including representing various experiences, skills and backgrounds. The Nominating and Corporate Governance Committee, and any search firm it engages, aims to identify broad candidate pools for any director candidate positions. Additional factors include, but are not limited to:
Director Nominee Selection Process
| • | knowledge of real estate; | | • | the ability to make independent analytical inquiries; | | • | general understanding of laws and regulations, marketing, finance, accounting, technology 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. |
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 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 with respect to these factors. Consideration of other corporate governance principles or modifications of such principles may also be discussed at that time.
Director Nominee Selection Process
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Director Candidate Nominations through Proxy Access
Director Candidate Nominations through Proxy Access Our Bylaws provide proxy access 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.
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. 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:
Limits on Board Service
| Position | Maximum Number of Public Company Boards | | Board Members | 4 other boards | | Audit Committee Members | 2 other audit committees |
Board Self-Assessment and Evaluation
Board Self-Assessment and Evaluation Annual self-evaluation and assessment of Board performance help 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 Independent Chairman and Chair of our Nominating and Corporate Governance Committee, is re-evaluated annually and is currently structured and carried out as follows:
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 Independent Chairman (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 2025.
Executive Sessions of Non-Management Directors
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Information Regarding Nominees
Information Regarding Nominees The members of our Board 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 range of intellectual and experiential backgrounds, with complementary skills and professional training.
Information Regarding Nominees
| | Ross Cooper President and Chief Investment Officer and Director Age: 43 Director Since: 2025 |
Information Regarding Nominees
Ross Cooper was elected President and Chief Investment Officer in February 2017, and elected to the Company’s Board in 2025. Prior to that, Mr. Cooper served as Executive Vice President and Chief Investment Officer since May 2015. In his current role, Mr. Cooper works closely with the Company’s Investment Committee, risk team, and organizational leadership in overseeing development and implementation of the Company’s acquisition and disposition strategy. Mr. Cooper is also a voting member of the Company’s Investment Committee, which approves certain investments, development projects and property dispositions. Mr. Cooper joined the Company in 2006, and he previously served as Vice President of Acquisitions, Dispositions and Asset Management for the Southern Region from 2012 to 2014 and as Senior Vice President from 2014 to 2015. Ross Cooper holds a B.S. from the University of Michigan and a Master’s in Real Estate from New York University. Key experience and qualifications to serve on the Board include:
Information Regarding Nominees
| • | Nearly two decades of company experience in roles of increasing responsibility, including President and Chief Investment Officer, Executive Vice President and Chief Investment Officer, Senior Vice President, and Vice President of Acquisitions, Dispositions and Asset Management for the Southern Region, providing deep knowledge of the Company’s portfolio, markets and operating model. | | • | Extensive responsibility for overseeing the Company’s acquisition, disposition and asset-management strategy, including working closely with the Investment Committee, risk team and regional leadership to underwrite investments, recycle capital and align the portfolio with the Company’s long-term strategic objectives. | | • | Voting member of the Company’s Investment Committee, which approves certain investments, development projects and property dispositions, demonstrating strong judgment in capital allocation, risk management and strategic oversight of the Company’s real estate investments. | | • | Formal real estate education, with a B.S. from the University of Michigan and a Master’s in Real Estate from New York University, supporting his practical transaction and portfolio-management experience with strong analytical and financial training. |
Information Regarding Nominees
| | Philip E. Coviello Director (Non-Management) Age: 82 Director Since: 2008 |
Information Regarding Nominees
Philip E. Coviello serves as a member of the Audit Committee and Nominating and Corporate Governance Committee. Mr. Coviello was a partner at Latham & Watkins LLP, an international law firm, until his retirement from that firm in 2003. In addition, Mr. Coviello has been a Director of Getty Realty Corporation, where he serves as a member of the Audit Committee and Nominating/Corporate Governance Committees, and as Chairperson of the Compensation Committee. 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.
Information Regarding Nominees
| • | Over 35 years of experience counseling boards of directors and senior management as a corporate lawyer on corporate governance, regulatory compliance, real estate transactions and other issues affecting public companies. | | • | Extensive capital markets and real estate experience as counsel to both issuers and underwriters, including significant involvement in the review and analysis of audited and pro forma financial statements and SEC filings, as well as representing the Company in its initial public offering. | | • | Experience as a director of another publicly traded real estate company, including roles on the audit and nominating/corporate governance committees and as chair of the compensation committee, providing additional perspective on best practices in executive compensation, risk oversight and board processes. | | • | Educational background that combines legal and business training, with degrees from Princeton University and Columbia University’s law and business schools, supporting his ability to evaluate complex legal, financial and strategic issues brought before the Board. |
Information Regarding Nominees
| 14 | Proxy Statement 2026 | kimcorealty.com |
Information Regarding Nominees
| | Conor C. Flynn Chief Executive Officer and Director Age: 45 Director Since: 2016 |
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 Masters in Real Estate Development from Columbia University. Mr. Flynn is a member of the Executive Board of National Association of Real Estate Investment Trusts (“Nareit”), and in 2025 served as their Chair. Mr. Flynn is a member and board member of the Real Estate Roundtable. In November 2025, he was appointed as an independent director to the Board of AvalonBay Communities, Inc. He is also a trustee, member of the Executive Board and the 2026 Vice Chairman of the International Council of Shopping Centers (“ICSC”). Key experience and qualifications to serve on the Board include:
Information Regarding Nominees
| • | Over two decades at the Company in leadership roles of increasing responsibility, including Chief Executive Officer, President, Chief Operating Officer, Chief Investment Officer, and President, Western Region, providing deep familiarity with the Company’s portfolio, organization, and markets. | | • | Extensive knowledge of the shopping center and retail real estate industry and current market trends, informed by his long operating history and direct responsibility for strategy, development, leasing, and capital deployment. | | • | Perspective as Chief Executive Officer, together with broad leadership and team-building experience, offering unique insight into the strategic, financial, and operational opportunities and challenges facing the Company. | | • | Strong operational background and demonstrated success in repositioning and redeveloping assets to their highest and best use, aligning closely with the Company’s long-term objective to adapt its portfolio to the changing retail landscape. | | • | Formal real estate training, with a B.A. from Yale University and a Masters in Real Estate Development from Columbia University, complemented by active leadership roles in key industry associations, which enhance his ability to represent stockholder interests and bring external best practices into the boardroom. |
Information Regarding Nominees
| | David Jamieson Executive Vice President and Chief Operating Officer and Director Age: 45 Director Since: 2026 |
Information Regarding Nominees
David Jamieson was appointed Executive Vice President and Chief Operating Officer in February 2017 and appointed to the Company’s Board in January 2026. Prior to that Mr. Jamieson served as Executive Vice President of Asset Management and Operations since 2015. Mr. Jamieson is also a voting member of the Company’s Investment Committee, which approves certain investments, development projects and property dispositions. Mr. Jamieson holds a B.S. from Boston College and an M.B.A. from Babson College.
Information Regarding Nominees
| • | Nearly two decades of experience at the Company in roles of increasing responsibility, including Chief Operating Officer, Executive Vice President of Asset Management and Operations, and Vice President of Asset Management and Leasing for the Western Region, providing deep familiarity with the Company’s portfolio, tenants and operating platform. | | • | Extensive responsibility for overseeing asset management and operations, including leasing, operating efficiency, and property-level performance, which directly informs the Board’s oversight of strategy execution and operating risk. | | • | Comprehensive knowledge and understanding of the Company, current industry and market trends, and emerging, technologies including AI, developed through his long operating tenure. | | • | Active, voting member of the Company’s Investment Committee, contributing to decisions on new investments, development projects and property dispositions, and providing insight into capital allocation and risk management. | | • | Leadership in shaping the Company’s corporate responsibility and sustainability initiatives, aligning long-term environmental and social objectives with business strategy and stockholder expectations. |
Information Regarding Nominees
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Information Regarding Nominees
| | Nancy Lashine Director (Non-Management) Age: 69 Director Since: 2025 |
Information Regarding Nominees
Nancy Lashine has been a Director of the Company since January 2025. Ms. Lashine serves as a member of the Executive Compensation Committee and Audit Committee. Ms. Lashine is the Founder and CEO of Park Madison Partners, a boutique real asset private equity placement firm. The firm is a leading advisor to investment management firms on their business strategy. Park Madison is headquartered in New York City and is a FINRA regulated broker dealer. Ms. Lashine has over 35 years of real estate and investment marketing experience. Prior to forming Park Madison Partners, Ms. Lashine was a strategic consultant advising leading institutional real estate investment managers on product development and the implementation of institutional marketing initiatives. Clients included Lehman Brothers, Angelo Gordon, ING Clarion, Sentinel Real Estate and JER Partners. Ms. Lashine was an early member of The O’Connor Group from 1985 to 1995 and began her finance career at LF Rothschild, Unterberg and Towbin from 1981 to 1985. Ms. Lashine earned her MBA at Columbia University Graduate School of Business, and a BFA, cum laude, from Case Western Reserve in Dance Theatre. She serves on the Columbia MBA Real Estate Advisory Board and is a Global Trustee of Urban Land Institute. Key experience and qualifications to serve on the Board include:
Information Regarding Nominees
| • | Over 35 years of experience in real estate and investment marketing, with deep industry knowledge, relationships and skills in capital markets, real estate investment, due diligence and managing a regulated broker-dealer business. | | • | Founder and CEO of a leading real asset private equity placement and advisory firm, providing entrepreneurial leadership experience and a strong foundation in business management and strategic thinking. | | • | Extensive analytical skills and financial acumen developed through advising prominent institutional real estate investment managers on product development, capital formation and complex capital solutions, including closed- and open-end funds, programmatic ventures and portfolio recapitalizations. | | • | Direct experience operating in a highly regulated environment, enhancing her ability to oversee risk, compliance and governance matters in her roles on the Executive Compensation Committee and Audit Committee. | | • | Formal business training, including an MBA from Columbia Business School, and active engagement with industry organizations such as the Columbia MBA Real Estate Advisory Board and Urban Land Institute, which support her ability to bring best practices and an external perspective into the boardroom. |
Information Regarding Nominees
| | Henry Moniz Director (Non-Management) Age: 61 Director Since: 2021 |
Information Regarding Nominees
Henry Moniz has been a Director of the Company since January 2021. Mr. Moniz is currently a member of the Audit and Nominating and Corporate Governance Committees. Mr. Moniz joined Meta Platforms, Inc. (formerly Facebook) as Chief Compliance Officer in February of 2021 and formerly served 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 to 2021 and also 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.
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 in highly regulated, technology- and media-focused environments. | | • | Extensive risk-management experience in cybersecurity, data privacy and information-technology controls developed through senior compliance and audit leadership roles at major global companies. | | • | Broad legal expertise gained as a federal prosecutor, Minority Counsel to the U.S. House Judiciary Committee during a presidential impeachment inquiry, partner at a major law firm, and senior in-house counsel and compliance leader at Paramount Global and Meta Platforms, providing a strong foundation for overseeing complex legal, regulatory and reputational risks. | | • | Ongoing involvement with leading academic and professional organizations, including service on the Advisory Board of the Center on the Legal Profession at Harvard Law School, which supports his ability to bring emerging best practices in governance and compliance into the boardroom. |
Information Regarding Nominees
| 16 | Proxy Statement 2026 | kimcorealty.com |
Information Regarding Nominees
| | Mary Hogan Preusse Director (Non-Management) Chair of Nominating & Corporate Governance Committee Age: 57 Director Since: 2017 |
Information Regarding Nominees
Mary Hogan Preusse has been a Director of the Company since February 2017. Ms. Hogan Preusse currently serves as the Chair of the Nominating and Corporate Governance Committee and a member of the Executive Compensation Committee. 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. 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 include:
Information Regarding Nominees
| • | Significant experience in the REIT industry, including more than 30 years analyzing and underwriting REITs as both a buy-side portfolio manager and a sell-side research analyst, as well as frequent participation as a panelist and speaker at industry conferences. | | • | Direct responsibility for managing APG’s public real estate investments across North and South America, with approximately $13 billion in assets under management at the time of her announced departure, providing deep insight into institutional investor expectations, capital markets and long-term portfolio construction. | | • | Extensive experience engaging with management teams and boards of publicly traded REITs on strategy, governance and compensation matters throughout her asset-management career and in her current roles on the boards of Digital Realty Trust, Host Hotels & Resorts and Realty Income. | | • | Recognized REIT industry leadership, including receipt of Nareit’s E. Lawrence Miller Industry Achievement Award and ongoing service on REIT-focused advisory bodies, which supports her in her role as Chair of the Nominating and Corporate Governance Committee and as a member of the Executive Compensation Committee. |
Information Regarding Nominees
| | Valerie Richardson Director (Non-Management), Chair of the Executive Compensation Committee Age: 67 Director Since: 2018 |
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 Nominating and Corporate Governance Committee. Ms. Richardson has served as a member of the board of directors of American Healthcare REIT, Inc. since January 2023 and 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. 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 currently serves on the Board of the ICSC Foundation, and previously served as Chief Operating Officer of ICSC from 2021-2025. 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.
Information Regarding Nominees
| • | Over 40 years of experience in the retail industry in senior real estate and development roles at major national retailers, providing a broad understanding of retail shopping center operations, retailer site-selection criteria, and real estate strategy. | | • | Significant leadership experience at The Container Store, Ann Taylor, Barnes & Noble and Trammell Crow, offering insight into store expansion, merchandising-driven real estate decisions and landlord-tenant dynamics across multiple retail formats and cycles. | | • | Extensive involvement with ICSC, including service as Chair, Vice-Chairperson, Chief Operating Officer and current Foundation Board member, which provides perspective on global industry best practices and performance trends across public and private retailers and real estate companies. | | • | Public-company board and committee experience at American Healthcare REIT, together with her role as a member of the Company’s Executive Compensation and Nominating and Corporate Governance Committees, supporting strong oversight of executive pay, succession planning, and board governance. | | • | Prior service as a trustee and head of the Quality Committee at Baylor Scott & White Medical Center – Plano, contributing additional corporate governance experience and significant time interfacing with management and directors in a highly regulated, stakeholder-sensitive environment. |
Information Regarding Nominees
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Information Regarding Nominees
| | Richard B. Saltzman Independent Chairman (Non-Management), Chair of Audit Committee Age: 69 Director Since: 2003 |
Information Regarding Nominees
Richard B. Saltzman has served as Independent Chairman of the Board since April 2025. Mr. Saltzman is the Chair of the Audit Committee and a member of the Executive Compensation and Nominating and Corporate Governance Committees. 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 and previously served 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 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 received a Nareit Industry Leadership Award in 1999 for his significant and lasting contributions to the REIT industry. Mr. Saltzman holds a B.A. from Swarthmore College and an M.S. from Carnegie Mellon University.
Information Regarding Nominees
| • | More than 45 years of experience in real estate and financial services, including roles as a principal investor, investment manager and investment banker, providing deep expertise in capital markets, structured finance and strategic transactions. | | • | Significant REIT experience through leadership positions at Colony Capital and its predecessors, and prior roles advising REITs on initial public offerings, follow-on offerings, other capital markets products and mergers and acquisitions, giving him a broad perspective on industry best practices and stockholder expectations. | | • | Extensive board and committee service across multiple public real estate companies, including prior chair roles at NorthStar Realty Europe Corp., and Colony Credit Real Estate, Inc., as well as service on the boards of RXR Acquisition Corp. (where he served as Chairman of the Audit Committee), Colony Capital Inc., and Colony Starwood Homes, which enhances his ability to oversee audit, compensation and corporate governance matters as Independent Chairman and Chair of the Audit Committee. | | • | Deep direct interaction with the Company in various capacities, contributing deep knowledge of the Company’s history, strategy and capital-markets activities and supporting continuity and long-term strategic oversight. | | • | A long history of active engagement with industry organizations such as former roles as a Trustee of Nareit, Trustee of the Urban Land Institute, Board Member and Treasurer of the Pension Real Estate Association, and Board Member and Chair of the Capital Policy Advisory Committee at the Real Estate Roundtable, which contribute to his deep industry knowledge. |
Information Regarding Nominees
| 18 | Proxy Statement 2026 | kimcorealty.com |
Information Regarding Nominees
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 2025 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.
Information Regarding Nominees
| Elements of 2025 Non-Employee Director Compensation | | | Annual cash retainer for Board service | $60,000 | | Additional annual cash retainer for: | | | Chairman of the Board (effective as of annual meeting, May 2025) | $125,000 | | Lead Independent Director (effective through annual meeting, May 2025) | $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 or LTIP Unit award (approximate grant value date) (1) | $175,000 |
Information Regarding Nominees
(1) Restricted stock awards granted in 2025 vest in 20% increments over a five-year period from the date of grant, subject to continued service. Non-employee directors may receive an award of LTIP Units (as defined below) in lieu of a restricted stock award, with similar vesting terms. Non-Management Director Compensation for 2025 The following table sets forth the compensation that each non-management director earned in the calendar year 2025.
Information Regarding Nominees
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Philip E. Coviello | 86,000 | 175,098 | 261,098 | | Nancy Lashine | 90,000 | 175,098 | 265,098 | | Frank Lourenso | 90,000 | 175,098 | 265,098 | | Henry Moniz | 86,000 | 175,098 | 261,098 | | Mary Hogan Preusse | 120,000 | 175,098 | 295,098 | | Valerie Richardson | 101,000 | 175,098 | 276,098 | | Richard B. Saltzman | 183,500 | 175,098 | 358,598 |
Information Regarding Nominees
(1) As of December 31, 2025, Messrs. Lourenso and Saltzman were entitled to 51,649 shares and 86,569 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, 2025 based on the aggregate grant date fair value, calculated in accordance with the provisions of FASB ASC 718. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 24 to Consolidated Financial Statements in the Company’s Annual Report on Form 10–K for the year ended December 31, 2025. As of December 31, 2025, Messrs. Lourenso, Coviello, and Moniz and Ms. Richardson each held 25,694 shares of unvested restricted stock, and Mr. Saltzman and Ms. Hogan Preusse each held 9,782 shares of unvested restricted stock. As of December 31, 2025, Mr. Saltzman and Ms. Hogan Preusse also each held 15,912 unvested LTIP Units, and Ms. Lashine held 8,720 unvested LTIP Units.
Information Regarding Nominees
| kimcorealty.com | Proxy Statement 2026 | 19 |
Information Regarding Nominees
Executive Officers The executive officers of the Company serve in their respective capacities for approximately one-year terms and are subject to election by the Board, generally at the meeting of the Board following the Annual Meeting. Please see Proposal 1 – Election of Directors – Information Regarding Nominees starting on page 14, for information regarding Ross Cooper, Conor C. Flynn and David Jamieson.
Information Regarding Nominees
| | Glenn Cohen Executive Vice President and Chief Financial Officer Age: 62 Tenure: 1995 |
Information Regarding Nominees
Glenn G. Cohen was appointed Executive Vice President and Chief Financial Officer of the Company in June 2010. Mr. Cohen served as Treasurer of the Company from 1997-2024. Mr. Cohen is a voting member of the Company’s Investment Committee, which approves certain investments, development projects and property dispositions. Mr. Cohen directs the Company’s financial and capital strategy and oversees the day-to-day accounting, financial reporting and planning, tax, and capital market activities. In addition, Mr. Cohen was responsible for the information technology activities of the Company through October 2025. Mr. Cohen is an Independent Director for Piedmont Realty Trust, Inc. (NYSE: PDM), a real estate investment trust focused on the ownership and management of primarily Class A commercial office space. Mr. Cohen is Chairman of its Executive Compensation Committee and a member of its Audit Committee. Mr. Cohen was an Independent Director for Quality Care Properties, Inc. (NYSE: QCP), one of the nation’s largest actively-managed real estate investment trusts, specializing in post-acute/skilled nursing and managed care/assisted living properties. Mr. Cohen was a member of its Audit Committee. QCP was acquired by Welltower, Inc. (NYSE: WELL) in 2018. Prior to joining Kimco Realty Corporation in 1995 as Director of Accounting and Taxation, Mr. Cohen served as Chief Operating Officer and Chief Financial Officer for U.S. Balloon Manufacturing Company, Chief Financial Officer for EMCO Sales and Service, L.P. and six years at the public accounting firm Coopers & Lybrand, LLP (predecessor to PricewaterhouseCoopers LLP), where he served as a manager in the audit group. Mr. Cohen received a Bachelor of Science degree in accounting from the State University of New York at Albany in 1985 and is a Certified Public Accountant. Mr. Cohen is a member of Nareit, ICSC, New York State Society of Certified Public Accountants (NYSSCPA) and the American Institute of CPAs (AICPA).
Information Regarding Nominees
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Information Regarding Nominees
| Proposal 2: Advisory Resolution to Approve Executive Compensation |
Information Regarding Nominees
Proposal 2: Advisory Resolution to Approve Executive Compensation In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, we are providing our stockholders with a vote for the approval, on a non-binding, advisory basis, of the Company’s executive compensation, as disclosed in this Proxy Statement. Our Board is committed to corporate governance best practices and recognizes the substantial interests that stockholders have in executive compensation matters. The Executive Compensation Committee of our Board has designed our executive compensation programs to achieve the following key objectives:
Information Regarding Nominees
| Objective | How our compensation programs reflect this objective | | Achieve long-term Company performance | • Align executive compensation with the Company’s and the individual’s performance | | | • Make a substantial portion of total compensation variable with performance | | Align executives’ and stockholders’ interests | • Provide executives with the opportunity to participate in the ownership of the Company | | | • Reward executives for long-term growth in the value of our stock | | | • Link executive pay to specific, measurable results intended to create value for stockholders | | Motivate executives to achieve key performance goals | • Compensate executives with performance-based awards that depend upon the achievement of established corporate targets | | | • Reward executives for individual contributions to the Company’s achievement of Company-wide performance measures | | Attract and retain a talented executive team | • Utilize an independent compensation consultant and market survey data to understand pay relative to peer companies |
Information Regarding Nominees
We encourage stockholders to review the Compensation Discussion and Analysis section beginning on page 22 of this Proxy Statement, which describes in detail our executive compensation philosophy and the design of our executive compensation programs. Our Board believes the Company’s executive compensation programs are effective in creating value for our stockholders and moving the Company towards realizing its long-term goals. The Company has historically determined to hold a Say-on-Pay advisory vote every year, and we expect that the next Say-on-Pay advisory vote will occur at the 2027 Annual Meeting of Stockholders. In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve the compensation of our NEOs by casting a vote “FOR” the following resolution: “RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table for 2025 and the other related tables and narrative disclosure.” The vote sought by this proposal is advisory and not binding on the Company, the Board or the Executive Compensation Committee. Although the vote is advisory and non-binding, the Company, the Board and the Executive Compensation Committee value the input of the Company’s stockholders, and the Executive Compensation Committee will consider the outcome of the vote when making future executive compensation determinations. The vote required for the advisory resolution to approve the Company’s executive compensation is the affirmative vote of a majority of the votes cast on the proposal. For purposes of this advisory resolution, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
Information Regarding Nominees
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Compensation Discussion & Analysis
| Executive Compensation Highlights | | WHAT WE DO • Align pay with performance against pre-established goals and objectives reviewed and approved by the Committee • Deliver a substantial portion of the value of equity awards in performance-based awards • Include Corporate Responsibility metrics in our annual incentive program • Review and approve our annual and long-term incentive plan awards • Pay dividends earned on performance-based equity awards only after the awards 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 performance-based compensation | | WHAT WE DO NOT DO • Provide payment gross-ups for taxes • Provide compensation or incentives that encourage unreasonable risk-taking |
Compensation Discussion & Analysis
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 2025, the Executive Compensation Committee, in consultation with its independent compensation advisor, conducted its annual review of the benchmarking peer group and determined that no revisions were warranted. The Committee concluded that the current peer group remained appropriately aligned with Kimco’s business mix, including its multi-family growth, and its relative size and market capitalization. Our senior management team proposed the peer group of companies by evaluating a range of objective criteria including relative revenue levels and market capitalization, companies that have identified the Company as a peer, and peer groups used by proxy advisory firms. The peer group and the criteria utilized were 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 2025, 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.
Compensation Discussion & Analysis
| Peer Company | Reviewed in 2024 for Setting 2025 Compensation | Reviewed in 2025 for Setting 2026 Compensation | | AvalonBay Communities Inc. | a | a | | BXP, Inc. | a | a | | Brixmor Property Group | a | a | | Equity Residential | a | a | | Essex Property Trust | a | a | | Federal Realty Investment Trust | a | a | | Healthpeak Properties | a | a | | Kite Realty Group | a | a | | Mid-America Apartment Communities, Inc. | a | a | | Public Storage | a | a | | Realty Income Corp. | a | a | | Regency Centers Corp. | a | a | | The Macerich Company | a | a | | Urban Edge Properties | a | a | | W.P. Carey | a | a |
Compensation Discussion & Analysis
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 per diluted share, 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 2025 targeted pay, were: Consistent with our executive compensation program, the significant majority of the total compensation for our CEO and all other NEOs for 2025 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 2025 on page 34, but exclude shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units (and corresponding Dividend Equivalent Units) granted to Mr. Flynn in lieu of their 2024 annual bonus. **For purposes of the illustration, “Annual Incentive Award” includes both performance-based incentive compensation earned under the Company’s annual incentive plan and the payment awarded to the NEOs for 2025 (as described in the Summary Compensation Table below). The payment was not granted under the Company’s annual incentive plan and should not be viewed as part of the ongoing incentive.
Compensation Discussion & Analysis
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 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 2025 were unchanged from their 2024 annual base salaries, excluding Milton Cooper who had a reduction in his base salary on January 21, 2025 to $70,000 in connection with the transition of his role to the role of Chairman Emeritus. Annual Incentive Plan Under our executive compensation program, each NEO was eligible to earn an annual cash incentive award for the 2025 performance year, except Mr. Milton Cooper, who was no longer eligible to participate in our annual incentive plan following his transition to Chairman Emeritus during 2025. Annual incentive awards are intended to reward the achievement of key corporate, individual and corporate responsibility objectives against specific pre-established quantitative and qualitative goals reviewed and approved by the Executive Compensation Committee (as further discussed starting on page 27) that support the Company’s long-term strategy and stockholder value creation. For 2025, each NEO’s annual incentive opportunity was based on the following weighted performance measures, as established in advance by the Executive Compensation Committee:
Compensation Discussion & Analysis
The Committee reviewed performance against each of these measures and exercised judgement, where appropriate, in determining final annual incentive payouts. Additional detail regarding the Company’s performance objectives, target-setting process and Committee evaluation is discussed beginning on page 27. For purposes of the Annual Incentive Plan, Recurring EBITDA is calculated starting with EBITDA, as described in Annex A on page 51, and excludes the effects of certain transactional income and expenses. We define Adjusted FFO per diluted share in Annex A on page 50. The table below shows the percentage of the 2025 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 Corporate Responsibility initiatives.
Compensation Discussion & Analysis
| Performance Criteria | Annual Incentive Earned as Percent of the 2025 Total Annual Target Bonus(1) | | | | | Corporate / Financial Performance | Threshold | Target | Exceed Target | Maximum | | • Adjusted FFO per diluted share | 18.0% | 36.0% | 54.0% | 72.0% | | • Recurring EBITDA | 6.0% | 12.0% | 18.0% | 24.0% | | • Leverage | 6.0% | 12.0% | 18.0% | 24.0% | | Individual Performance | 7.5% | 30.0% | 45.0% | 60.0% | | • Evaluation of individual NEO performance by the Executive Compensation Committee against specific quantitative and qualitative goals approved by the Board | | | | | | Corporate Responsibility Performance | 2.5% | 10.0% | 15.0% | 20.0% | | • Evaluation against specific Corporate Responsibility goals | | | | | | Total 2025 Annual Bonus | 40.0% | 100.0% | 150.0% | 200.0% |
Compensation Discussion & Analysis
(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 2025 bonuses based on the following analysis of our corporate / financial performance, each applicable NEO’s individual performance and the achievement of certain Corporate Responsibility initiatives.
Bonus Component
Bonus Component
Bonus Component
| Name | Adjusted FFO per diluted share | Recurring EBITDA | Leverage | Corporate Responsibility(1) | Quantitative & Qualitative Assessment(2) | Total Annual Cash Incentive Earned for 2025(3) | | Conor C. Flynn | $1,296,000 | $432,000 | $259,200 | $331,200 | $1,080,000 | $3,398,400 | | Ross Cooper | $522,000 | $174,000 | $104,400 | $133,400 | $435,000 | $1,368,800 | | Glenn G. Cohen | $504,000 | $168,000 | $100,800 | $128,800 | $420,000 | $1,321,600 | | David Jamieson | $504,000 | $168,000 | $100,800 | $128,800 | $420,000 | $1,321,600 |
Bonus Component
(1) Demonstrating the connection between Corporate Responsibility priorities and the broader Kimco business strategy, the Corporate Responsibility achievement, which was determined to have been achieved at 184% of target level for 2025, correlates directly to the Kimco financial metrics. Should Kimco’s financial metrics collectively achieve above target-level payout, the payout percentage will be applied as a modifier to the Corporate Responsibility portion achieved. In the event that Kimco’s financial metrics are below target-level, the Corporate Responsibility portion will not exceed target. (2) 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 Executive Compensation Committee’s quantitative and qualitative assessment of each individual’s contributions to the Company’s performance in 2025 in their respective job functions. (3) For 2025, 189% of each NEO’s target incentive had been achieved. NEOs could elect to receive Restricted Stock or LTIP Units under the Equity Plan in lieu of some or all of their annual cash bonus for calendar year 2025. The number of shares of Restricted Stock or LTIP Units awarded was 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 the day before the grant date of the award, with the result rounded down to the nearest whole share. The NEO may elect a ratable vesting or a cliff vesting schedule. Mr. Flynn elected to be paid his 2025 annual bonus payment in the form of LTIP Units.
Bonus Component
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Bonus Component
2025 Compensation Awarded The table below summarizes the total compensation awarded to each NEO with respect to 2025. As reflected in the table, a significant portion of each NEO’s compensation is performance based and variable, with long term equity awards and annual incentive compensation representing the majority of total pay for our executive officers other than Mr. Cooper, whose compensation reflects his transition to Chairman Emeritus during 2025.
Bonus Component
| Name | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Milton Cooper | 111,846 | 27,578 | 515,093 | 0 | 1,073 | 655,590 | | Conor C. Flynn | 1,000,000 | 78,685 | 7,080,401 | 3,398,400 | 24,264 | 11,581,750 | | Ross Cooper | 700,000 | 7,470 | 1,725,868 | 1,368,800 | 25,838 | 3,827,976 | | Glenn G. Cohen | 675,000 | 7,470 | 1,725,868 | 1,321,600 | 27,197 | 3,757,135 | | David Jamieson | 675,000 | 7,470 | 1,908,051 | 1,321,600 | 13,886 | 3,926,007 |
Bonus Component
(1) Represents a cash payment tied to the 2025 annual grant which was approved at our 2025 Annual Meeting of Stockholders and is required to be reported in the Bonus column (d) of the Summary Compensation Table rather than as Non-Equity Incentive Plan Compensation. (2) Stock awards shown in the table are reported at the grant date fair value in accordance with FASB ASC 718 and do not reflect amounts actually realized in 2025. Notably, performance-based equity awards granted in 2023 that were eligible to vest in 2025 based on performance over the 2023-2025 period were not earned due to the applicable performance results, resulting in no value realized from those awards. This outcome underscores the strong linkage between executive compensation and the achievement of our long-term performance objectives. Additional detail regarding elements of compensation and the Committee’s decisions is provided on pages 22 through 43 of this Proxy Statement. 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. The Company does not currently use stock options to compensate its directors, officers or employees.
Bonus Component
| 2025 Long-Term Incentive Weighting at Target* | | | Long-Term Incentive Component | NEOs’ Weight at Target | | Time-Based Equity Award | 33% | | Performance-Based Equity Award: 2025-2027 Relative TSR | 67% |
Bonus Component
* Represents approximate weightings based on grant date value and excludes shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units granted in 2025 to Mr. Flynn (described in further detail below) in lieu of their 2024 annual bonus. Amounts also exclude the value of the Dividend Equivalent LTIP Units, associated with the performance-based LTIP units, granted to Messrs. Flynn and Jamieson (described in further detail below). Unlike the other NEOs, Mr. Milton Cooper only received time-vesting awards for 2025. In 2023, 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 commenced with the year of grant. The grant date fair value of the performance shares granted to Messrs. Milton Cooper and Flynn for 2023 was $2,000,540 and $8,001,732, respectively, and for Messrs. Ross Cooper, Cohen and Jamieson was $2,400,647, 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, a standard methodology for valuing market-based performance awards, simulates numerous paths to estimate the distribution of potential stock price outcomes for the company’s total shareholder return over the performance period relative to the Bloomberg REIT Shopping Center Index peer group. The Company’s TSR for the 2023-2025 performance period was approximately in the 11th percentile of the peer group. The 2023 performance share awards were only eligible to vest if performance meets or exceeds the threshold level established at grant. Because actual results were below this threshold, participants did not earn any portion of these awards, and no shares or related value were delivered. Long-Term Incentives — Time-Based Restricted Shares Generally, approximately 33% of the value of the equity awards granted in 2025 to the NEOs was awarded in the form of time-vesting restricted stock eligible to vest (excluding shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units granted to Mr. Flynn in lieu of their 2024 annual bonus as well as Dividend Equivalent LTIP Units granted to Messrs. Flynn and Jamieson), at the election of the NEO, either in 20% increments on February 13th of the first five years following the grant date, or in a single installment on February 13, 2030. Unlike the other NEOs, Mr. Milton Cooper only received time-vesting awards for 2025 due to his transition to the role of Chairman Emeritus in 2025.
Bonus Component
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Bonus Component
Additionally, Mr. Milton Cooper and Mr. Flynn each elected to receive their 2024 annual bonus payment in the form of equity awards. Mr. Milton Cooper received 101,590 shares of restricted stock subject to time-based vesting conditions. These shares were issued pursuant to his election to receive his 2024 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, 2030. These restricted shares also entitle him to receive dividends associated with the underlying shares. Mr. Flynn elected to receive his 2024 annual bonus payment in the form of LTIP Units, 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. Mr. Flynn received 215,140 LTIP Units subject to time-based vesting conditions. The LTIP Units will vest in 20% increments on February 13th of the first five years following the grant date. Long-Term Incentives — Performance-Based Equity Awards Generally, approximately 67% of the value of the equity awards granted in 2025 (excluding shares of restricted stock granted in 2025 to Mr. Milton Cooper and the value of the LTIP Units granted to Mr. Flynn in lieu of their 2024 annual bonus as well as Dividend Equivalent LTIP Units associated with Messrs. Flynn and Jamieson’s performance LTIP Units) to our NEOs was delivered in the form of performance-based equity awards, underscoring our emphasis on long-term, performance-driven compensation. Unlike the other NEOs, Mr. Milton Cooper only received time-vesting awards for 2025 due to his transition to the role of Chairman Emeritus in 2025. The 2025 performance-based equity awards consisted of performance shares that may be earned based on the Company’s relative TSR compared to a defined peer group over a three-year performance period beginning on January 1st of the year of grant. Relative TSR was selected as the performance metric to directly align executive compensation outcomes with stockholder returns and market performance over the long term. For the 2025 grants, the performance peer group consists of companies included in the Bloomberg REIT Shopping Center Index, excluding the Company. Performance shares provide a target number of shares that may be earned if the Company’s TSR for the performance period equals the 50th percentile of the peer group. The number of performance shares actually earned for a given performance period may range from 50% of the target if the Company’s TSR is at least at the 25th percentile of the peer group to a maximum of 200% of target if the Company’s TSR equals or exceeds the 85th percentile, with results between these levels determined using linear interpolation. If the Company’s TSR for the performance period falls below the threshold level, no performance shares are earned or issued. Performance shares also include the right to receive dividend equivalent rights, payable in shares (without interest), on any earned performance shares with respect to dividends declared following the grant date and prior to the issuance of earned shares. Dividend equivalents are only paid if and to the extent the underlying performance shares are earned, reinforcing their performance based nature. If a peer company ceases to be actively traded, due to events such as a merger or bankruptcy, or the Executive Compensation Committee reasonably determines that a company is no longer an appropriate comparator, such company shall be removed from the peer group for purposes of calculating relative TSR. The Bloomberg REIT Shopping Center Index ceased to be reported in 2025. Accordingly, beginning with the performance periods commencing in 2026, the Company will use a peer group consisting of companies listed in the FTSE Nareit Equity Shopping Center Index, excluding those with a market capitalization of less than $1 billion as of January 1, 2026, as shown below.
Bonus Component
| Peer Company | Bloomberg REIT Shopping Center Index as of 1/1/2025 | FTSE NAREIT Equity Shopping Center Index excluding < 1B market cap as of 1/1/2026 | | Acadia Realty Trust | a | a | | Alexander’s Inc. | a | | | Alexander & Baldwin, Inc. | | a | | Brixmor Property Group, Inc. | a | a | | Curbline Properties Corp. | | a | | Federal Realty Investment Trust | a | a | | InvenTrust Properties Corp | | a | | Kite Realty Group Trust | a | a | | Phillips Edison | a | a | | Regency Centers Corp. | a | a | | Retail Opportunity Investment Corp. | a | | | Saul Centers Inc. | a | | | Site Centers Corp. | a | | | Tanger Inc. | | a | | Urban Edge Properties | a | a | | Whitestone REIT | a | |
Bonus Component
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Bonus Component
Long-Term Incentives - LTIP Units The Equity Plan permits grants of equity incentive awards based on separate classes of units of membership interests in Kimco Realty OP, LLC (“Kimco OP”), referred to as “LTIP Units.” LTIP Units are structured as “profits interests” for U.S. federal income tax purposes, which means that they cannot have any value on the date of grant were Kimco OP to be liquidated on that date. As profits interests, LTIP Units only have value, other than with respect to the right to receive certain distributions, if the value of the assets of Kimco OP increases following the time of issuance of LTIP Units. Once LTIP Units have been allocated value equivalent to the Class A common units of Kimco OP, the LTIP Units may be converted, subject to the satisfaction of all applicable vesting conditions, currently on a one-for-one basis into Kimco OP Class A common units. Kimco OP Class A common units are exchangeable by the holder for cash or, at the Company’s election, currently on a one-for-one basis into shares of Company common stock. LTIP Units may not be exchanged directly for cash or Company common stock. LTIP Units are intended to offer Company executives similar long-term incentives as time-based restricted shares and performance share awards described above, and as an alternative to the Company’s established annual long-term incentive programs. Accordingly, in 2025, the Company’s NEOs and non-employee directors were eligible to request to receive, on a value-for-value basis, their annual equity awards in the form of LTIP Units. All LTIP Units received by the Company’s NEOs are subject to the same vesting terms and similar other terms and conditions as those that would apply to awards of time-based restricted shares and performance share awards. Additionally, performance-based LTIP awards covered an additional number of LTIP Units that were intended to reflect estimated dividends that would be payable during the three-year performance period (such additional number of LTIP Units, the “Dividend Equivalent LTIP Units”), which are eligible to vest at the end of the performance period based on actual performance and the amount of dividends paid. Messrs. Flynn and Jamieson elected to receive their 2025 annual equity award in the form of LTIP Units. Additional Compensation Considerations Long-Term Incentives 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 or time-based LTIP Units 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 equity awards. 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 or performance-based LTIP Units upon the achievement of the applicable performance goals and without regard to any continued employment condition. 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, time-based LTIP Units 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 2025.
Bonus Component
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Bonus Component
Retirement Plans We maintain a 401(k)-retirement plan (the “401(k) Plan”), details below. We do not maintain any other retirement plans for our NEOs or employees. The Company does not provide any pension benefits or any nonqualified deferred compensation to its NEOs or employees.
Bonus Component
| Available to | § Substantially all employees, including our NEOs | | Benefits include | § Participants defer up to a maximum of 100% of their eligible compensation, up to the federal limit § The Company currently makes matching contributions on a dollar-for-dollar basis to all employees who have completed one year of employment with the Company, of up to 5% of the employee’s eligible compensation (and subject to a maximum of $10,000 for highly compensated employees.) | | Tax impact | § Participants in the 401(k) Plan are not subject to federal and state income tax on salary deferral contributions or Company contributions or on the earnings thereon until such amounts are withdrawn from the 401(k) Plan. § Salary reduction contributions are treated as wages subject to FICA and Medicare tax. § Roth 401(k) feature, which enables participants to defer some or all of their 401(k) contributions on an after-tax rather than pre-tax basis, allowing for tax-free (federal and most state) distributions on both participant contributions and related earnings at retirement. Generally, participation in the Roth 401(k) allows for tax free distributions if the Roth account has been in place for 5 years and the participant has attained age 59½. | | Restrictions | § Withdrawals from the 401(k) Plan may only be made upon termination of employment, or in connection with certain provisions of the 401(k) Plan that permit hardship withdrawals, allow in-service distributions and loans, or require minimum distributions. |
Bonus Component
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 2025. 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. Perquisites We offered or provided the following material perquisites to our NEOs in 2025:
Bonus Component
| • | The Company provided Messrs. Ross Cooper and Cohen with annual car allowances in the amount of $12,250 and $10,920, respectively. The Company also provided Messrs. Flynn and Jamieson with the use of a car to conduct their duties as an executive officer of 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 2025 for Messrs. Flynn, and Jamieson was $4,645 and $771, respectively. |
Bonus Component
| • | We provide all of our NEOs a limited long-term care benefit of $3,500 per month as part of a group policy for which we pay the annual premium. These individuals may elect to purchase additional long-term care insurance at their own cost. |
Bonus Component
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Bonus Component
| Executive Compensation Committee Report |
Summary Compensation Table for 2025
Summary Compensation Table for 2025 The following table sets forth the summary compensation of the NEOs of the Company for the 2025, 2024 and 2023 calendar years.
Summary Compensation Table for 2025
| Name | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | Milton Cooper | 2025 | 111,846 | 27,578 | 515,093(4) | | 1,073 | 655,590 | | Chairman Emeritus (6) | 2024 | 750,000 | | 1,707,725 | 1,700,000 | 3,759 | 4,161,484 | | | 2023 | 750,000 | | 2,827,704 | 1,380,332 | 3,759 | 4,961,795 | | Conor C. Flynn | 2025 | 1,000,000 | 78,685 | 7,080,401(4) | 3,398,400(5) | 24,264 | 11,581,750 | | Chief Executive Officer | 2024 | 1,000,000 | | 6,304,689 | 3,600,000 | 24,336 | 10,929,025 | | | 2023 | 1,000,000 | | 10,001,802 | 2,923,056 | 26,336 | 13,951,194 | | Ross Cooper | 2025 | 700,000 | 7,470 | 1,725,868 | 1,368,800 | 25,838 | 3,827,976 | | President and Chief Investment Officer | 2024 | 700,000 | | 1,718,033 | 1,450,000 | 25,838 | 3,893,871 | | | 2023 | 700,000 | | 4,000,703 | 1,177,342 | 25,838 | 5,903,883 | | Glenn G. Cohen | 2025 | 675,000 | 7,470 | 1,725,868 | 1,321,600 | 27,197 | 3,757,135 | | Executive Vice President and Chief Financial Officer | 2024 | 675,000 | | 1,718,033 | 1,400,000 | 24,197 | 3,817,230 | | | 2023 | 675,000 | | 3,000,668 | 1,136,744 | 24,197 | 4,836,609 | | David Jamieson | 2025 | 675,000 | 7,470 | 1,908,051 | 1,321,600 | 13,886 | 3,926,007 | | Executive Vice President and Chief Operating Officer | 2024 | 675,000 | | 1,718,033 | 1,400,000 | 13,899 | 3,806,932 | | | 2023 | 675,000 | | 4,000,703 | 1,136,744 | 13,899 | 5,826,346 |
Summary Compensation Table for 2025
(1) Represents a cash payment tied to the 2025 annual grant, which was approved at our 2025 Annual Meeting of Stockholders and is required to be reported in the Bonus column (d) of the Summary Compensation Table rather than as Non-Equity Incentive Plan Compensation. (2) As described above under “Compensation Discussion & Analysis-Long-Term Incentive Plan,” based on the Company’s performance during the applicable performance period, no shares were issued in respect to the 2023 performance share awards and Messrs. Milton Cooper, Flynn, Ross Cooper, Cohen and Jamieson did not realize any value in respect of these awards. Amounts shown reflect the compensation cost to the Company in 2025, 2024 and 2023 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-based equity 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 24 to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2025. The maximum possible value of the 2025 performance shares or performance-based LTIP Units, based on the closing price per share of our Common Stock on the date before they were granted ($20.08), was as follows: $9,294,831 for Mr. Flynn, $2,399,962 for Messrs. Ross Cooper and Cohen and $2,788,309 for Mr. Jamieson. For additional information regarding the equity awards granted to the NEOs in 2025 refer to the 2025 Grants of Plan-Based Awards table. In 2023, Messrs. Milton Cooper and Flynn were granted performance shares with a grant date fair value of $2,000,540 and $8,001,732, respectively and Messrs. Ross Cooper, Cohen and Jamieson were granted performance shares with a grant date fair value of $2,400,647, calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. (3) In 2025, Messrs. Ross Cooper and Cohen received car allowances in the amount of $12,250 and $10,920, respectively. The Company provided Messrs. Flynn and Jamieson with the use of a car to conduct their duties as an executive officer of 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 2025 for Messrs. Flynn, and Jamieson was $4,645 and $771, respectively. The policy on the use of the cars for 2025, 2024 and 2023 is outlined below:
Summary Compensation Table for 2025
| • | the cars were available, when not in use by the foregoing executive officers, for other employees conducting Company business; |
Summary Compensation Table for 2025
| • | these services were also available under certain circumstances to third parties involved in Company business at the Company’s Jericho location; |
Summary Compensation Table for 2025
| • | the cars were used from time to time for deliveries and other transportation of documents or other materials; and |
Summary Compensation Table for 2025
| • | the cars were available to these officers with drivers for business related travel and without drivers for personal use. |
Summary Compensation Table for 2025
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. 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 $1,073, $118, $126, $296 and $134, respectively. (4) Messrs. Milton Cooper and Flynn elected to be paid their 2024 annual bonus payment in the form of shares of restricted stock and LTIP Units, respectively, with a grant date fair value equal to 120% of their bonus amount based on the closing price per share of our Common Stock on the date immediately preceding the date of grant and were awarded 101,590 and 215,140 shares, respectively, on April 30, 2025 that vest in a single installment on February 13, 2030 and February 13th of the first five years following the grant date , respectively, subject to continued employment with the Company on the applicable vesting date. Amount shown includes $339,995 and $720,009, respectively, 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 Messrs. Milton Cooper and Flynn’s 2024 annual bonus payment. For additional information regarding this equity award, refer to the 2025 Grants of Plan-Based Awards table. (5) Mr. Flynn elected to be paid his 2025 annual bonus payment in the form of LTIP Units, with a grant date fair value equal to 120% of the bonus amount based on the closing price per share of our Common Stock on the date immediately preceding the date of grant, which will vest on February 13th of the first four years following the grant date, subject to continued employment with the Company on the applicable vesting date. (6) Mr. Milton Cooper served as Executive Chairman of the Board until April 29, 2025, when he stepped down from that position and transitioned to the role of Chairman Emeritus. In connection with this transition, effective January 2025, Mr. Cooper voluntarily reduced his compensation to consist of an annual base salary of $70,000 and equity compensation of $175,000, resulting in total annual compensation of $245,000.
Summary Compensation Table for 2025
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Summary Compensation Table for 2025
Total Earned Compensation To supplement the information in the Summary Compensation Table for 2025 set forth above, we have included the additional table below, which shows “Total Earned Compensation” representing the total compensation realized by each of our active NEOs serving at the end of 2025 in each of the last three years shown in comparison to Total Compensation as reported in the Summary Compensation Table above. Total compensation was calculated under SEC rules and, as shown in the Summary Compensation Table for 2025, includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized by the named executives in a particular year. The following table is not a substitute for the Summary Compensation Table for 2025.
Summary Compensation Table for 2025
| Name | Year | Total Earned Compensation ($)(1) | Total Compensation from Summary Compensation Table ($) | | Conor C. Flynn | 2025 | 6,941,486 | 11,581,750 | | Chief Executive Officer | 2024 | 10,246,441 | 10,929,025 | | | 2023 | 12,621,205 | 13,951,194 | | Ross Cooper | 2025 | 2,715,752 | 3,827,976 | | President and Chief Investment Officer | 2024 | 3,762,284 | 3,893,871 | | | 2023 | 4,566,783 | 5,903,883 | | Glenn G. Cohen | 2025 | 2,644,911 | 3,757,135 | | Executive Vice President and Chief Financial Officer | 2024 | 3,937,032 | 3,817,230 | | | 2023 | 4,831,745 | 4,836,609 | | David Jamieson | 2025 | 2,643,191 | 3,926,007 | | Executive Vice President and Chief Operating Officer | 2024 | 3,848,207 | 3,806,932 | | | 2023 | 4,627,371 | 5,826,346 |
Summary Compensation Table for 2025
(1) Amounts reported as Total Earned Compensation differ substantially from the amounts determined under SEC rules as reported in the Total column of the Summary Compensation Table. Total Earned Compensation is not a substitute for Total Compensation as reported in the Summary Compensation Table. Total Earned Compensation represents: (1) Total Compensation, as calculated under applicable SEC rules, minus (2) the aggregate grant date fair value of equity awards (as reflected in the Stock Awards columns of the Summary Compensation Table) plus (3) the market value of any equity awards that vested in the applicable year or that were earned in the applicable year but distributed the following year after they were earned and including accumulated dividends (such awards are disclosed in the following year’s proxy statement). Additionally, this calculation excludes extraordinary awards that vested during the applicable year, as the Compensation Committee generally considers those awards to be special awards that are supplemental to an executive’s annual compensation. For more information on Total Compensation under the SEC rules, see the narrative and notes accompanying the Summary Compensation Table above.
Summary Compensation Table for 2025
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Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table provides information on non-equity and equity incentive plan awards granted to the NEOs during 2025:
Grants of Plan-Based Awards for 2025
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | | | | Approval | Threshold | | Maximum | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stocks or | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Date | ($) | Target ($) | ($) | (#) | (#) | (#) | Units (#)(2) | ($)(3) | | Milton | — | | — | — | — | — | — | — | — | — | | Cooper | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 8,720 | 175,098 | | | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 16,932(4) | 339,995 | | Conor C. | — | | 720,000 | 1,800,000 | 3,600,000 | — | — | — | — | — | | Flynn | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 99,600 | 1,999,968 | | | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 35,857(4) | 720,009 | | | 4/30/2025(5) | 1/28/2025 | — | — | — | 16,120 | 32,240 | 64,480 | — | 607,402 | | | 4/30/2025 | 1/28/2025 | — | — | — | 99,602 | 199,205 | 398,410 | — | 3,753,022 | | Ross | — | | 290,000 | 725,000 | 1,450,000 | — | — | — | — | — | | Cooper | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 29,880 | 599,990 | | | 4/30/2025 | 1/28/2025 | — | — | — | 29,880 | 59,760 | 119,520 | — | 1,125,878 | | Glenn G. | — | | 280,000 | 700,000 | 1,400,000 | — | — | — | — | — | | Cohen | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 29,880 | 599,990 | | | 4/30/2025 | 1/28/2025 | — | — | — | 29,880 | 59,760 | 119,520 | — | 1,125,878 | | David | — | | 280,000 | 700,000 | 1,400,000 | — | — | — | — | — | | Jamieson | 4/30/2025 | 1/28/2025 | — | — | — | — | — | — | 29,880 | 599,990 | | | 4/30/2025(5) | 1/28/2025 | — | — | — | 4,835 | 9,670 | 19,340 | — | 182,183 | | | 4/30/2025 | 1/28/2025 | — | — | — | 29,880 | 59,760 | 119,520 | — | 1,125,878 |
Grants of Plan-Based Awards for 2025
(1) The actual payout amounts are set out in the Summary Compensation Table for 2025. (2) Each of the NEOs received a time-vesting restricted stock award (or, for Messrs. Flynn and Jamieson, LTIP Units) on April 30, 2025 under the 2025 Equity Participation Plan. Restricted stock awards vest in 20% increments on February 13th of the first five years following the grant date, subject to continued employment with the Company on the applicable vesting date, except that Messrs. Milton Cooper, Ross Cooper and Cohen elected for their respective equity awards to instead vest in a single installment on February 13th of the fifth year following the grant date, subject to continued employment with the Company on the applicable vesting date. (3) All awards were granted under the 2025 Equity Participation 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-based awards and time-based awards, respectively. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 24 to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2025. (4) Messrs. Milton Cooper and Flynn elected to receive all or a portion of their 2024 annual bonus payment in the form of shares of restricted stock or restricted LTIP Units with a grant date fair value based on the closing price on the date immediately preceding the grant date equal to 120% of the applicable bonus award. The amount represents the number of Messrs. Milton Cooper’s and Flynn’s restricted shares and LTIP Units, respectively, with a grant date fair value of 20% of their 2024 elected conversion amount. (5) Represent the Dividend Equivalent LTIP Units, as described in more detail above under “Long-Term Incentives – LTIP Units”.
Grants of Plan-Based Awards for 2025
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Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table provides information on outstanding equity awards as of December 31, 2025 for each NEO.
Outstanding Equity Awards as of December 31, 2025
| | | 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 | 2/18/2021 | 26,200(2) | 531,074 | | | | | 2/18/2021 | 56,060(3) | 1,136,336 | | | | | 2/17/2022 | 20,600(2) | 417,562 | | | | | 2/17/2022 | 79,110(4) | 1,603,560 | | | | | 2/16/2023 | 23,470(2) | 475,737 | | | | | 2/16/2023 | 92,180(5) | 1,868,489 | | | | | 2/15/2024 | 25,680(2) | 520,534 | 102,720 | 2,082,134 | | | 2/15/2024 | 85,070(6) | 1,724,369 | | | | | 4/30/2025 | 8,720(2) | 176,754 | | | | | 4/30/2025 | 101,590(7) | 2,059,229 | | | | Conor C. Flynn | 2/18/2021 | 93,580(2) | 1,896,867 | | | | | 2/17/2022 | 82,410(2) | 1,670,451 | | | | | 2/16/2023 | 93,900(2) | 1,903,353 | | | | | 2/15/2024 | 82,176(8) | 1,665,708 | 474,611 (9) | 9,620,365 | | | 4/30/2025 | 99,600(8) | 2,018,892 | | | | | 4/30/2025 | 215,140(7) | 4,360,888 | 462,890 (9) | 9,382,780 | | Ross Cooper | 2/18/2021 | 29,010(2) | 588,033 | | | | | 2/17/2022 | 24,720(2) | 501,074 | | | | | 2/17/2022 | 41,200(11) | 835,124 | | | | | 2/16/2023 | 28,170(2) | 571,006 | | | | | 2/16/2023 | 46,950(11) | 951,677 | | | | | 2/15/2024 | 30,820(2) | 624,721 | 123,260 | 2,498,480 | | | 4/30/2025 | 29,880(2) | 605,668 | 119,520 | 2,422,670 | | Glenn G. Cohen | 2/18/2021 | 29,010(2) | 588,033 | | | | | 2/17/2022 | 24,720(2) | 501,074 | | | | | 2/16/2023 | 28,170(2) | 571,006 | | | | | 2/15/2024 | 30,820(2) | 624,721 | 123,260 | 2,498,480 | | | 4/30/2025 | 29,880(2) | 605,668 | 119,520 | 2,422,670 | | David Jamieson | 2/18/2021 | 5,802(10) | 117,607 | | | | | 2/17/2022 | 9,888(10) | 200,430 | | | | | 2/17/2022 | 41,200(11) | 835,124 | | | | | 2/16/2023 | 16,902(10) | 342,604 | | | | | 2/16/2023 | 46,950(11) | 951,677 | | | | | 2/15/2024 | 24,656(10) | 499,777 | 123,260 | 2,498,480 | | | 4/30/2025 | 29,880(8) | 605,668 | 138,860 (9) | 2,814,692 |
Outstanding Equity Awards as of December 31, 2025
(1) Represents performance share awards (or performance-based LTIP Unit awards) granted in 2024 and 2025 for which the applicable performance period has not been completed. Each performance share award granted in 2023 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 TSR for the 2023-2025 performance period was in approximately the 11th percentile of the peer group. Under the Plan, the 2023 performance share awards vest only when performance meets or exceeds the threshold level established at grant. Because actual results were below this threshold, participants did not earn any portion of these awards, and no shares or related value were delivered. Each performance share award granted in 2024 and 2025 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 year following the grant date, subject to continued employment with the Company on the applicable vesting date. (3) Mr. Milton Cooper’s grant was issued as a result of his election to receive his 2020 annual bonus payment in the form of shares of restricted stock. These shares vested in a single installment on February 13, 2026, subject to continued employment with the Company on the applicable vesting date. (4) Mr. Milton Cooper’s grant was 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. (5) Mr. Milton Cooper’s grant was 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. (6) Mr. Milton Cooper’s grant was issued as a result of his election to receive his 2023 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2029, subject to continued employment with the Company on the applicable vesting date. (7) Messrs. Milton Cooper and Flynn’s grants on April 30, 2025 were issued as a result of their election to receive their 2024 annual bonus payments in the form of shares of restricted stock and LTIP Units, respectively. For Mr. Cooper, these shares are scheduled to vest in a single installment on February 13, 2030, while Mr. Flynn’s LTIP Units are scheduled to vest on February 13th of the first five years following the grant date, subject to continued employment with the Company on the applicable vesting date. (8) Represents restricted LTIP Units that vest in 20% increments on February 13th of the first five years following the grant date, subject to continued employment with the Company on the applicable vesting date. (9) Represents performance-based LTIP Units and Dividend Equivalent LTIP Units that were awarded. (10) Represents shares of restricted stock that vest in 20% increments on February 13th of the first five years following the grant date, subject to continued employment with the Company on the applicable vesting date. (11) Messrs. Ross Cooper and Jamieson received special awards of restricted stock on February 17, 2022 and February 16, 2023, which vest in a single installment on February 13, 2027 and February 13, 2028, respectively, subject to continued employment with the Company on the applicable vesting date.
Outstanding Equity Awards as of December 31, 2025
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Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting($)(2) | | Milton Cooper | 149,647 | 3,335,632 | | Conor C. Flynn | 297,854 | 6,639,166 | | Ross Cooper | 84,083 | 1,874,210 | | Glenn G. Cohen | 84,083 | 1,874,210 | | David Jamieson | 84,603 | 1,885,801 |
Option Exercises and Stock Vested in 2025
(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.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Please see page 31 “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-based equity awards would be evaluated based on a shortened performance period ending on the date of the change in control, and any resulting restricted stock or LTIP Units would, if not assumed in the change in control, automatically vest in full.
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 ($)(5) | | Milton Cooper | 0 | 0 | 2,082,134 | 0 | 2,082,134 | | Conor C. Flynn | 2,000,000 | 7,200,000 | 32,519,303 | 64,743 | 41,784,046 | | Ross Cooper | 1,400,000 | 2,900,000 | 7,811,653 | 64,743 | 12,176,396 | | Glenn G. Cohen | 1,350,000 | 2,800,000 | 7,811,653 | 48,654 | 12,010,307 | | David Jamieson | 1,350,000 | 2,800,000 | 7,079,257 | 64,417 | 11,293,674 |
Assumed Termination in Connection With a Change in Control
| Name | Base Salary Component of Lump-Sum Payment ($)(1) | Bonus Component of Lump-Sum Payment ($)(1)(2) | Stock Awards ($)(3) | Health Benefits ($)(4) | Total ($)(5) | | Milton Cooper | 0 | 0 | 2,082,134 | 0 | 2,082,134 | | Conor C. Flynn | 2,000,000 | 7,200,000 | 32,519,303 | 64,743 | 41,784,046 | | Ross Cooper | 1,400,000 | 2,900,000 | 7,811,653 | 64,743 | 12,176,396 | | Glenn G. Cohen | 1,350,000 | 2,800,000 | 7,811,653 | 48,654 | 12,010,307 | | David Jamieson | 1,350,000 | 2,800,000 | 7,079,257 | 64,417 | 11,293,674 |
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 2025. In determining the median employee, we considered taxable compensation totals in 2025. 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, 2025. Then, we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our CEO in 2025, Mr. Flynn, had annual total compensation of $11,581,750 and our Median Employee had annual total compensation of $119,871. Therefore, we estimate that our CEO’s annual total compensation in 2025 was approximately 97 times that of the median of the annual total compensation of all of our employees, excluding the CEO.
CEO Pay Ratio
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Pay Versus Performance
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, 2025, 2024, 2023, 2022 and 2021 and our financial performance for each such fiscal year:
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | 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 Diluted Share ($) (3) | | 2025 | 11,581,750 | 9,726,025 | 3,059,387 | 1,384,886 | 167 | 176 | 554,400,000 | 1.76 | | 2024 | 10,929,025 | 18,436,421 | 3,919,879 | 6,537,627 | 184 | 184 | 375,700,000 | 1.69 | | 2023 | 13,951,194 | 14,553,428 | 5,382,158 | 5,948,179 | 160 | 158 | 629,300,000 | 1.57 | | 2022 | 11,630,048 | 11,071,076 | 4,781,665 | 4,643,754 | 151 | 142 | 100,800,000 | 1.59 | | 2021 | 10,488,138 | 22,641,017 | 3,950,332 | 8,927,274 | 169 | 164 | 818,600,000 | 1.48 |
Pay Versus Performance
(1) Compensation Actually Paid (“CAP”) is a required SEC disclosure metric and does not represent the actual cash or total compensation our executives received for the year.
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson | | 2024 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson | | 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 |
Pay Versus Performance
CAP starts with the Summary Compensation Table (“SCT”) total and is then adjusted to reflect, among other things, changes in the fair value of unvested equity awards during the year, as required by Item 402(v) of Regulation S-K. These adjustments (described below) include deducting the grant date values shown in the SCT and replacing them with updated fair value measurements for awards that vested or remained outstanding during the year. The fair value of performance-based awards reflects the market value as reported in the Outstanding Equity Awards table. As a result, CAP may be higher or lower than the compensation actually realized by our executives.
Pay Versus Performance
| Adjustments for the applicable fiscal year, as adjusted are as follows: | | | | 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 | $(7,080,401) | $(1,468,720) | | 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 | $15,762,560 | $2,928,255 | | 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 | $(2,612,299) | $(1,058,488) | | 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 | $601,665 | $203,220 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $(8,799,839) | $(2,530,089) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $272,589 | $251,321 | | 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 | $(1,855,725) | $(1,674,501) |
Pay Versus Performance
(2) This column represents the cumulative TSR of (i) for 2021 through 2024, the Bloomberg REIT Shopping Center Index (the “Bloomberg Index”) and (ii) for 2025, Bloomberg US 3000 Shopping Center REIT Price Return Index (the “Successor Bloomberg Index”), which was the successor to the Bloomberg Index. As noted above, we used the Bloomberg Index as the peer group for purposes of our 2025 performance-based awards. The Bloomberg Index ceased being reported in mid-2025, and the Successor Bloomberg Index consisted of the same constituent companies as the Bloomberg Index, other than the addition of Curbline (which became an independent company during 2024 upon its spin-off from SITE Centers Corp.) (3) Adjusted FFO per diluted share is a non-GAAP measure. We calculate Adjusted FFO per diluted share starting with FFO in Annex A on page 50 and excluding the effects of certain transactional income and expenses.
Pay Versus Performance
| kimcorealty.com | Proxy Statement 2026 | 41 |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
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, 2025:
Pay Versus Performance Tabular List
| • | Peer Group TSR over a three-year performance period; |
Pay Versus Performance Tabular List
| • | Adjusted FFO per diluted share; |
Pay Versus Performance Tabular List
| • | EBITDA; and |
Pay Versus Performance Tabular List
| • | Leverage |
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.
Pay Versus Performance Tabular List
| 42 | Proxy Statement 2026 | kimcorealty.com |
Pay Versus Performance Tabular List
| Audit Committee Report |
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 and the proposal of other business to be considered by the stockholders at our 2027 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 Annual 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, 2025. 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 2027 Annual Meeting, notice of a proxy access nomination must be delivered to our Secretary at the address above no earlier than November 9, 2026 and no later than 5:00 p.m., Eastern Time, on December 9, 2026. In connection with our solicitation of proxies for our 2027 Annual Meeting of Stockholders, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.