DEF 14A of InvenTrust Properties Corp.
Filed Mar 19, 2026 · FY20250001307748-26-000097
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | | MEMBERS**: Scott A. Nelson (Chairperson) Paula J. Saban Smita N. Shah | The Nominating and Corporate Governance Committee is responsible for, among other things: •identifying individuals qualified to become members of our Board, including conducting inquiries into the background and qualifications of any candidate, and recommending candidates for election to the Board at annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected); •reviewing periodically the committee composition and structure of the Board and recommending to the Board the number and function of board committees and directors to serve as members of each committee of the Board; •reviewing periodically the Board leadership structure and recommending any proposed changes to the Board; •developing and recommending to the Board a set of corporate governance guidelines and, from time to time, reviewing such guidelines and the Company’s code of ethics and business conduct and recommending changes to the Board for approval as necessary; •reviewing periodically, and providing oversight with respect to, strategy, initiatives, policies and risks concerning environmental and social matters (with the Compensation Committee having primary responsibility for matters related to human capital management); and •overseeing the annual evaluations of the Board. | | NUMBER OF MEETINGS IN 2025: 4 | Each member of the Nominating and Corporate Governance Committee is independent as that term is defined in the rules and regulations of the SEC and the rules of the NYSE. |
Nominating and Corporate Governance Committee
**Mr. Glavin served until the adjournment of the 2025 annual meeting of stockholders held on May 6, 2025 (the “2025 Annual Meeting”). The Nominating and Corporate Governance Committee charter is available on our website at www.inventrustproperties.com through the “Investors – Investor Overview – Governance – Board Committees and Charters” tab. In addition, a printed copy of the charter is available to any stockholder without charge by writing us at InvenTrust Properties Corp., 3025 Highland Parkway, Suite 350, Downers Grove, Illinois 60515, Attention: Investor Relations. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
CORPORATE GOVERNANCE PRINCIPLES
CORPORATE GOVERNANCE PRINCIPLES
Selection of Director Nominees
Selection of Director Nominees The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee considers individual qualifications, such as personal and professional integrity, ethics, and values, as well as the contribution of the candidate to the mix of backgrounds, qualifications, skills and experiences on the Board and their interplay with those of other Board members to build a Board that is effective, collegial, and responsive to the needs of the Company. The Nominating and Corporate Governance Committee screens all potential candidates in the same manner, regardless of the source of the recommendation. The review is expected to be based on any written materials provided with respect to potential candidates, and the Nominating and Corporate Governance Committee will review the materials to determine the qualifications, experience and background of the candidates. Final candidates are expected to be interviewed by one or more members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders for our 2027 annual meeting of stockholders. Any such recommendations must be submitted in accordance with the procedures specified in Section 9 of Article II of our Bylaws. Generally, this requires that the stockholder send certain materials and information, including information about the candidate, to our secretary not later than 5:00 p.m. Eastern Time on the 120th day and not earlier than the 150th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. For our annual meeting to be held in 2027, a stockholder must provide written notice of a candidate recommendation not earlier than October 20, 2026 and not later than 5:00 p.m., Eastern Time, on November 19, 2026, to our corporate secretary, c/o InvenTrust Properties Corp., 3025 Highland Parkway, Suite 350, Downers Grove, Illinois 60515. The notice must identify the author as a stockholder, provide a brief summary of the candidate’s qualifications and include the information and other materials required by our Bylaws for advance notice of stockholder nominees for director. If the shares of our common stock held by the stockholder making the recommendation are held in “street name,” notices should also attach proof of ownership of InvenTrust common stock as of the date of the notice. At a minimum, candidates recommended for nomination to the Board must meet the director independence standards of the NYSE. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Compensation Committee
Compensation Committee
Compensation Committee
| COMPENSATION COMMITTEE | | | MEMBERS**: Stuart W. Aitken (Chairperson) Paula J. Saban Julie M. Swinehart Julian E. Whitehurst | The Compensation Committee oversees the discharge of the responsibilities of the Board related to determining the compensation that we pay to our named executive officers, including our chief executive officer, and directors and oversees the evaluation of our management. | | | The Compensation Committee is also responsible for, among other things: •periodically reviewing the human capital practices and compensation philosophy of the Company; •reviewing and approving the corporate goals and objectives with respect to the compensation of our CEO, evaluating the performance of our CEO and determining and approving the compensation of our CEO; •reviewing and setting, or making recommendations to the Board regarding, the compensation for all of our other “executive officers” (as such term is defined in Rule 16a-1 under the Exchange Act) other than our CEO; •reviewing and approving any employment and severance agreement for executive officers; •reviewing and making recommendations to the Board regarding director compensation; •reviewing and approving, or making recommendations to the Board regarding, the Company’s incentive compensation and equity-based plans and arrangements; •establishing, overseeing and/or reviewing all other executive compensation policies, plans and arrangements of the Company; •reviewing our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking; •administering and overseeing compliance with the compensation recovery policy required by applicable SEC and NYSE rules; •reviewing the Company’s equity retention and ownership policy for named executive officers and the Board; and •overseeing and reviewing periodically with management the Company’s human capital programs, including with respect to matters such as workplace environment and culture, talent management, training and organizational health and wellness. | | | Consistent with the requirements of Rule 10C-1 of the Exchange Act and any other applicable listing requirements and rules and regulations of the NYSE, the committee: •has the sole and exclusive authority, as it deems appropriate to retain and/or replace, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the committee believes to be necessary or appropriate (the “compensation advisors”); •has the direct responsibility to compensate and oversee any and all compensation advisors retained by the Compensation Committee; and •has the authority to also utilize the services of the Company’s regular legal counsel or other advisors to the Company. | | NUMBER OF MEETINGS IN 2025: 5 | Each member of the Compensation Committee is independent and meets the additional standards for the independence of compensation committee members set forth in Section 303A.02 of the NYSE Listed Company Manual, and each is a “non-employee director,” as defined by Section 16 of the Exchange Act. |
Compensation Committee
**Mr. Stein served until the adjournment of the 2025 Annual Meeting. The Compensation Committee charter is available on our website at www.inventrustproperties.com through the “Investors – Investor Overview – Governance – Board Committees and Charters” tab. In addition, a printed copy of the charter is available to any stockholder without charge by writing us at InvenTrust Properties Corp., 3025 Highland Parkway, Suite 350, Downers Grove, Illinois 60515, Attention: Investor Relations. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Our Board of Directors
Our Board of Directors Set forth below for each director is a discussion of the experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board to conclude that the director is qualified and should continue to serve as a director of InvenTrust.
Our Board of Directors
| STUART W. AITKEN | Director Qualifications | Skills & Qualifications | | | Mr. Aitken is a seasoned technology and marketing executive who currently serves as President and Chief Executive Officer of Circana. He previously served as Chief Merchant and Marketing Officer of The Kroger Co. and as Chief Executive Officer of 84.51°, a wholly owned data analytics subsidiary of The Kroger Co. Prior to joining Kroger, Mr. Aitken served as the chief executive officer of dunnhumby USA, LLC from July 2010 to June 2015. Prior to that, he served as Executive Vice President and Chief Marketing Officer for arts-and-crafts retailer Michael’s Stores. Previously, he led marketing strategies, loyalty marketing, data analytics, innovation and category management at Safeway, Inc. for nearly a decade. Mr. Aitken received his Bachelor of Arts and Master of Science degrees in Information Management from Queen Margaret University and University of Strathclyde, respectively, both located in Scotland. | Current or Former C-Suite | | | | Retail | | | | Finance & Accounting Expertise | | | | Public Company Experience | | Director Since: 2017 Age: 54 | | Technology | | | | Committees | | | | Compensation (Chair) |
Our Board of Directors
| AMANDA E. BLACK | Director Qualifications | Skills & Qualifications | | | Ms. Black served as the Managing Director and Global Chief Investment Officer of JLP Asset Management, where she oversaw all investments globally for the firm. Prior to joining NWS in 2014, Ms. Black served as a Senior Vice President and Portfolio Manager at Ascent Investment Advisors from 2011 to 2014, where she co- managed a global REIT mutual fund and hedge fund. She has 20+ years of experience as an investor across a diverse set of investment firms and strategies with a specialization in real estate. Ms. Black holds an MBA from Saint Louis University and a B.S. from Southern Illinois University. She was a licensed CPA from 2001 to approximately 2004 and earned her CFA designation in 2005. | Current or Former C-Suite | | | | REITs or Real Estate | | | | Finance & Accounting Expertise | | Director Since: 2018 Age: 50 | | | | | | Committees | | | | Audit (Chair) |
Our Board of Directors
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026 PROPOSAL NO. 1 Election of Directors
Our Board of Directors
| DANIEL J. BUSCH | Director Qualifications | Skills & Qualifications | | | Mr. Busch serves as our President and Chief Executive Officer. Mr. Busch was appointed to the position of CEO & Director of InvenTrust in August 2021 and President of InvenTrust in February 2021. Mr. Busch joined InvenTrust in September 2019, and served as our Executive Vice President, Chief Financial Officer and Treasurer until August 2021, providing oversight to our financial and accounting practices, and ensuring the financial viability of the Company’s strategy. Prior to that, Mr. Busch served as Managing Director, Retail at Green Street Advisors, an independent research and advisory firm for the commercial real estate industry in North America and Europe, where he conducted independent research on the shopping center, regional mall, and net lease sectors. Previously, Mr. Busch served as an equity research analyst at Telsey Advisory Group. He is a member of the Urban Land Institute, contributing as an active member on the Commercial and Retail Development Council. Mr. Busch received a B.S. in Applied Economics and Management from Cornell University and an MBA with specializations in general finance, financial instruments and markets from New York University. | Current or Former C-Suite | | | | REITs or Real Estate | | | | Retail | | | | Finance & Accounting Expertise | | Director Since: 2021 Age: 44 | | Public Company Experience |
Our Board of Directors
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026 PROPOSAL NO. 1 Election of Directors
Our Board of Directors
| SCOTT A. NELSON | Director Qualifications | Skills & Qualifications | | | Mr. Nelson is Principal of SAN Prop Advisors, a retail real estate advisory firm that he started in early 2016. Clients of SAN Prop Advisors have included major retailers and shopping center developers. Most recently, he served in various senior-level real estate positions at Target Corporation including Senior Vice President Target Properties Canada from 2015 to 2016; Senior Vice President, Target Properties - U.S. in 2014; Senior Vice President, Target Real Estate from 2007 to 2014; and Vice President of Real Estate from 2000 to 2007. In these roles, he was instrumental in the acquisition, development, and optimization of Target’s retail real estate portfolio. He joined the Target real estate department in 1995. Previously, Mr. Nelson spent 10 years at Mervyn’s, a West Coast department store chain, where he served in various positions including Director of Real Estate. He is a member of the International Council of Shopping Centers and served as a Trustee and Executive Committee member of the organization. Since 2009, Mr. Nelson has served as a board member of Heart of America, a non-profit focused on volunteering and improving learning environments in public schools. He is a real estate development and REIT guest speaker at Florida Gulf Coast University. Mr. Nelson received his BA and MS degrees from the University of Minnesota. | REITs or Real Estate | | | | Retail | | | | Public Company Experience | | Director Since: 2016 Age: 69 | | | | | | Committees | | | | Nominating & Corporate Governance (Chair) |
Our Board of Directors
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026 PROPOSAL NO. 1 Election of Directors
Our Board of Directors
| PAULA J. SABAN | Director Qualifications | Skills & Qualifications | | | Ms. Saban has worked in the financial services and banking industry for over 25 years. She began her career in 1978 with Continental Bank, which later merged into Bank of America. From 1978 to 1990, Ms. Saban held various consultative sales roles in treasury management and traditional lending areas. She also managed client service teams and developed numerous client satisfaction programs. In 1990, Ms. Saban began designing and implementing various financial solutions for clients with Bank of America’s Private Bank and Banc of America Investment Services, Inc. Her clients included top management of publicly held companies and entrepreneurs. In addition to managing a diverse client portfolio, Ms. Saban was responsible for client management and overall client satisfaction. She retired from Bank of America in 2006 as a Senior Vice President/Private Client Manager. In 1994, Ms. Saban and her husband started a construction products company, Newport Distribution, Inc., of which she was secretary and treasurer, and a principal shareholder. The business was sold to a strategic buyer in 2021. Ms. Saban currently serves as a project-based development director of Interim Execs, a placement firm for interim CXO’s. Ms. Saban received her bachelor’s degree from MacMurray College, Jacksonville, Illinois, and her Master of Business Administration degree from DePaul University, Chicago, Illinois. She is a former president of the Fairview Elementary School PTA and a former trustee of both the Goodman Theatre and Urban Gateways. Ms. Saban served as the legislative chair of Illinois PTA District 37 and as liaison to the No Child Left Behind Task Force of School District 54. Ms. Saban previously served on the Board of Hands On Suburban Chicago, a not-for-profit organization that matches community and corporate volunteers of all ages and skills with opportunities to connect and serve. Ms. Saban is Co- Chair for Women Build, an initiative of Habitat for Humanity of Northern Fox Valley Illinois. Ms. Saban is a volunteer with the Naples Cancer Advisors. Ms. Saban is a member of the Private Directors Association of Chicago and Madame Chair. | Finance & Accounting Expertise | | Director Since: 2004 Age: 72 | | | | | | Committees | | | | Audit Compensation Nominating & Corporate Governance |
Our Board of Directors
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026 PROPOSAL NO. 1 Election of Directors
Our Board of Directors
| SMITA N. SHAH | Director Qualifications | Skills & Qualifications | | | Ms. Shah is the founder and Chief Executive Officer of SPAAN Tech, Inc., an architecture, engineering, and project management firm with 20+ years expertise in public and private infrastructure projects including transportation, aviation, facilities, and telecommunications systems. She has an extensive business and technical background, earning her Bachelor of Science from Northwestern University, a Master of Science in Civil and Environmental Engineering from M.I.T., and a Post Graduate Certificate in Management Studies from Oxford University. In recognition of Ms. Shah’s leadership and commitment to the community, she was appointed by President Biden to the President’s Commission on Asian Americans, Native Hawaiians and Pacific Islanders. Her additional civic engagement includes Board Member of the Museum of Science and Industry, Trustee of the Lincoln Academy of Illinois, Visiting Committee for MIT Department of Civil and Environmental Engineering, Environmental Law and Policy Center, and Harris School Council at University of Chicago. She was the recent past Vice Chairman of Chicago Plan Commission, supporting the development of the City of Chicago for the past 14 years. Ms. Shah serves on the board of MacLean Fogg Company and is a member of the audit committee. She is a Co-Chair of Young President’s Organization (YPO) Chicago, and a member of the Economic Club and Commercial Club of Chicago. Ms. Shah also served as a U.S. delegate for the APEC Women and the Economy Forum (WEF) and is a recipient of the congressionally recognized Ellis Island Medal of Honor. | Current or Former C-Suite | | Director Since: 2022 Age: 52 | | | | | | Committees | | | | Audit Nominating & Corporate Governance |
Our Board of Directors
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026 PROPOSAL NO. 1 Election of Directors
Our Board of Directors
| JULIE M. SWINEHART | Director Qualifications | Skills & Qualifications | | | Ms. Swinehart currently serves as the Executive Vice President, Chief Financial Officer of Fenway Sports Group, a global sports, marketing, media, entertainment and real estate company, since July 2022. Prior to this position, Ms. Swinehart held the position of Executive Vice President, Chief Financial Officer & Treasurer at Retail Properties of America, Inc. (“RPAI”), until its merger with Kite Realty Group Trust in 2021. During her thirteen years with RPAI, Ms. Swinehart held various accounting and financial reporting positions including the role of Chief Accounting Officer, prior to her appointment as CFO in 2018. Earlier in her career, Ms. Swinehart was a Manager of External Reporting at Equity Office Properties Trust for two years, and she spent eight years in public accounting in the audit practices of Arthur Andersen LLP and Deloitte & Touche LLP. Ms. Swinehart received her B.S. in accountancy from the University of Illinois at Urbana-Champaign and is a Certified Public Accountant. | Current or Former C-Suite | | | | REITs or Real Estate | | | | Retail | | | | Finance & Accounting Expertise | | Director Since: 2025 Age: 50 | | Public Company Experience | | | | Committees | | | | Audit Compensation |
Our Board of Directors
| JULIAN E. WHITEHURST | Director Qualifications | Skills & Qualifications | | | Mr. Whitehurst served as a director and as Chief Executive Officer of National Retail Properties, Inc. from 2017 to 2022. He joined National Retail Properties in 2003 and subsequently served in various executive roles, including General Counsel, Chief Operating Officer and President prior to being appointed Chief Executive Officer. He retired as Chief Executive Officer and resigned from the board of directors of National Retail Properties, Inc. in April 2022. Prior to joining National Retail Properties in 2003, Mr. Whitehurst was a partner at the Lowndes Law Firm. Mr. Whitehurst has served in leadership and service roles in various charitable and education related non-profits, as well as industry associations Nareit and ICSC. | Current or Former C-Suite | | | | REITs or Real Estate | | | | Retail | | | | Finance & Accounting Expertise | | Director Since: 2016 Chairperson Since: 2024 Age: 68 | | Legal Expertise | | | | Public Company Experience | | | | Committees | | | | Compensation |
Our Board of Directors
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026 PROPOSAL NO. 1 Election of Directors
Our Board of Directors
| ANNUAL INDEPENDENT DIRECTOR COMPENSATION |
Director Compensation
Director Compensation Under our Director Compensation Program, effective as of May 6, 2025 (the “Director Compensation $65,000 ANNUAL CASH RETAINER Program”), each non-employee director is entitled to receive an annual cash retainer of $65,000. Non- employee directors are not entitled to meeting fees for attending individual Board or committee meetings. Non-employee committee members and chairpersons and our non-executive chairperson are entitled to receive additional annual cash retainers as indicated herein. The Director Compensation Program also provides
Director Compensation
| ADDITIONAL CASH COMPENSATION | | | | | CHAIR | MEMBER | | Independent Chairperson | $80,000 | - | | Audit Committee | $25,000 | $12,500 | | Compensation Committee | $20,000 | $10,000 | | Nominating & Corporate Governance Committee | $20,000 | $10,000 |
Director Compensation
each non-employee director an annual award of restricted stock units (“RSUs”) covering a number of shares of our common stock having a value equal to $120,000 on the grant date, and a tandem dividend equivalent award with respect thereto. Each annual RSU award is granted at our annual meeting of stockholders and will vest in full on the earlier of (i) the date of the next annual meeting of our stockholders following the grant date or (ii) the first anniversary of the grant date, subject to the director’s continued service on the vesting date, and are settled in shares of our common stock. $120,000 ANNUAL EQUITY RETAINER
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our non-employee directors who served on the Board during 2025:
Director Compensation Table
| NAME (1) | FEES EARNED OR PAID IN CASH ($) (2) | STOCK AWARDS ($) (3) (4) | TOTAL ($) | | Stuart W. Aitken | $85,000 | $120,000 | $205,000 | | Amanda E. Black | $90,000 | $120,000 | $210,000 | | Thomas F. Glavin(5) | $46,875 | $— | $46,875 | | Scott A. Nelson | $85,000 | $120,000 | $205,000 | | Paula J. Saban | $91,250 | $120,000 | $211,250 | | Smita N. Shah | $87,500 | $120,000 | $207,500 | | Michael A. Stein(5) | $46,875 | $— | $46,875 | | Julie M. Swinehart(6) | $43,750 | $120,000 | $163,750 | | Julian E. Whitehurst | $140,000 | $120,000 | $260,000 |
Director Compensation Table
(1)Mr. Busch did not receive any compensation for his service as a director and his compensation as a NEO is set forth in the Summary Compensation Table. (2)Amounts reflect annual cash retainers earned in 2025, certain of which were paid in 2026 in arrears. (3)Amounts reflect the aggregate grant date fair value of RSUs awarded to our non-employee directors in 2025, calculated in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”). Assumptions used in the calculation of these amounts are included in Note 2 and Note 11 of our consolidated financial statements for the year ended December 31, 2025. (4)As of December 31, 2025, each of our non-employee directors held 4,372 unvested RSUs which will vest in full on the earlier of the Annual Meeting date, or May 5, 2026. (5)Messrs. Glavin and Stein served until the adjournment of the 2025 Annual Meeting. (6)Ms. Swinehart joined the Board as an independent director and member of the Audit and Compensation Committees effective as of February 19, 2025.
Stockholder Interest Alignment
Stockholder Interest Alignment Equity awards granted in 2025 to our NEOs included grants of both time-vesting and performance-vesting RSU awards, which entitles each executive to receive shares of our common stock upon vesting of the RSU award. Our annual bonus program, combined with grants of equity-based awards, creates a balanced focus on the achievement of short-term and long-term financial and operational goals. Our Compensation Committee believes that this “at risk” compensation in the form of annual bonuses and long-term equity-based incentives plays a significant role in aligning management’s interests with those of our stockholders. The following chart reflects our NEO compensation package mix:
Long-Term
Long-Term
Incentive Award
Incentive Award 54%
Long-Term
Long-Term
Incentive Award
Incentive Award 14%
Engagement of Compensation Consultant
Engagement of Compensation Consultant For 2025, our Compensation Committee retained the services of FPC to serve as the compensation committee’s independent compensation consultant. FPC was engaged to assist the Compensation Committee with a variety of tasks, which included among other things, analyzing executive and Board compensation relative to peer companies. FPC did not provide any other services to the Company in 2025. Our Compensation Committee has determined that FPC is independent and does not have any conflicts of interest with the Company.
Peer Group Review
Peer Group Review With respect to the compensation packages offered to our NEOs, the Compensation Committee reviewed total cash and long-term compensation levels for executive officers of the Company against those of our peer group companies in an effort to set executive compensation at levels that will attract and motivate qualified executives while rewarding performance based on corporate objectives. The Compensation Committee set compensation levels for each executive officer on the basis of several factors, including the executive officer’s level of experience, competitive market data applicable to the executive officer’s positions and functional responsibilities, promoting recruitment and retention, the performance of the executive officer and the Company’s annual and long-term performance, as applicable. The Compensation Committee reassessed and updated the peer group in 2025. In developing and updating the peer group, the Compensation Committee (with input from its independent compensation consultant, FPC) evaluates companies based on factors including industry focus, business model, asset size, market capitalization, and enterprise value. From time to time, companies may be removed due to strategic transactions or changes in business profile, and new companies may be added to better align the peer group with the Company’s size, retail focus and competitive positioning within the market. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Annual Cash Bonuses
Annual Cash Bonuses Our 2025 compensation program for our NEOs was designed to align key financial and operational achievements with the annual cash bonuses paid to such NEOs. Annual cash bonuses were focused primarily on financial performance for 2025, as well as individual performance. Under our annual bonus programs for 2025, our NEOs were eligible to earn cash bonuses based on each of their individual performances in support of our financial, operational, and cultural goals for 2025, as well as our achievement in 2025 of performance goals relating to Core FFO per diluted share and same property net operating income (“Same Property NOI”). For more information regarding these metrics including why management believes they are useful for investors, and a reconciliation of each to net income, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025. Our Compensation Committee believes these annual targeted operational and financial goals align with our strategy to attain long-term financial stability that will support sustained cash flows beneficial to our stockholders. Performance of each NEO was not evaluated solely upon satisfaction of predetermined performance goals but was also evaluated subjectively by the Compensation Committee. For the Company’s 2025 fiscal year, each of the NEOs was eligible to receive an annual cash bonus based upon the achievement of certain performance goals and individual performance criteria. The annual cash bonus is determined as a percentage of the NEOs annual base salary. The threshold, target, and maximum payout amounts were as follows based on the percentages determined by the Compensation Committee in February 2025. Under the annual cash bonus program for our NEOs, the 2025 performance goals were as follows:
Annual Cash Bonuses
| NAME | THRESHOLD | TARGET | MAXIMUM | | | (% of annual base salary) | (% of annual base salary) | (% of annual base salary) | | Daniel J. Busch | 75.00% | 150% | 225.00% | | Christy L. David | 57.50% | 115% | 172.50% | | Michael D. Phillips | 57.50% | 115% | 172.50% | | Lauren E. Suva | 42.50% | 85% | 127.50% |
Performance Goals Metrics
Performance Goals Metrics ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Individual Performance Goals
Individual Performance Goals The Compensation Committee also reviewed the performance of each NEO against their individual goals, which represents 25% of the payout opportunity under the annual cash bonuses. The individual goals, which were set in February 2025, included individual performance related to the achievement of the Company's financial and operational performance targets and leadership goals, as well as the individual goals for each NEO described below. •Mr. Busch: Goals relating to the development and execution of the Company’s strategic plan, the Company’s strategy to provide long term stockholder value creation and continued engagement with institutional investors and analyst community. •Ms. David: Goals relating to overseeing the Company’s leasing strategy and property expense management, creating a disposition strategy, managing key tenant relationships and enterprise risk management. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
2025 Cash Target Awards and Resulting Awards Earned
| NAME | 2025 BASE SALARY | TARGET BONUS AS % OF SALARY | TARGET BONUS POTENTIAL | ACTUAL 2025 ANNUAL BONUS | COMBINED ACHIEVEMENT FACTOR AS A PERCENTAGE OF TARGET | | Daniel J. Busch | $950,000 | 150% | $1,425,000 | $2,012,813 | 141% | | Christy L. David | $575,000 | 115% | $661,250 | $925,750 | 140% | | Michael D. Phillips | $525,000 | 115% | $603,750 | $845,250 | 140% | | Lauren E. Suva | $300,000 | 85% | $255,000 | $357,000 | 140% |
Long-Term Equity-Based Incentive
Long-Term Equity-Based Incentive The goals of our long-term equity-based awards granted in 2025 were to promote and encourage efforts towards the execution of our long-term business plans and thereby, to align the interest of our officers, including our NEOs, with those of our stockholders by directly linking the value of the RSUs granted to our NEOs with the value of the Company.
Restricted Stock Unit Awards
Restricted Stock Unit Awards In 2025, our Compensation Committee approved the RSU awards set forth in the adjacent table (with dividend equivalents) to our NEOs (the “RSU Awards”) under the InvenTrust Properties Corp. 2015 Incentive Award Plan, as amended (the “Incentive Award Plan”) and pursuant to one or more restricted stock unit award agreements (the “RSU Award Agreements”).
Restricted Stock Unit Awards
| NAME | NUMBER OF RSUs1 | | Daniel J. Busch | 212,526 | | Christy L. David | 73,966 | | Michael D. Phillips | 67,533 | | Lauren E. Suva | 16,778 |
Restricted Stock Unit Awards
1) Performance vesting RSUs are included at maximum performance levels. Total grants expressed above have been separated into two tranches, as described below:
Restricted Stock Unit Awards
| RESTRICTED STOCK UNIT AWARDS | 67% | 3-Year Performance Based LTI Award | Three year cliff vesting based on total shareholder return relative to NAREIT shopping center index (“NAREIT SCI”) | | | 33% | 3-Year Time Based LTI Award | Annual vesting of one-third award, subject to continued employment |
Restricted Stock Unit Awards
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Performance-Based Restricted Stock Units
Performance-Based Restricted Stock Units Pursuant to the performance vesting RSU Awards (the “TSR RSUs”) granted to our NEOs in 2025, each NEO is eligible to vest in a number of RSUs ranging from 0% to 100% of the total number of RSUs granted (which is equal to the maximum number of TSR RSUs that may be earned), based on the Company’s total shareholder return relative to the NAREIT SCI, during a three-year performance period commencing on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”), subject to the executive’s continued service.
Performance-Based Restricted Stock Units
| LEVEL TYPE | INDEX RELATIVE PERFORMANCE | RELATIVE TSR PERFORMANCE VESTING PERCENTAGE | | | ≤ 25th Percentile | 0% | | “Threshold Level” | > 25th Percentile | 25% | | “Target Level” | > 50th Percentile | 50% | | “Maximum Level” | > 75th Percentile | 100% |
Performance-Based Restricted Stock Units
In the event that the Index Relative Performance falls between the levels specified above, the relative TSR Performance Vesting Percentage shall be determined using straight line linear interpolation between such levels. If an NEO is terminated by the Company other than for “cause”, by the NEO for “good reason”, or due to the NEO’s death or disability (each such term as defined in the applicable RSU Award Agreement) prior to completion of the Performance Period, the TSR RSUs will remain outstanding and eligible to vest in accordance with the performance vesting schedules described in the applicable RSU Award Agreement with the number of TSR RSUs that vest upon the completion of the Performance Period determined on a pro rata basis, based on the number of days that the NEO was employed during the Performance Period. Any TSR RSUs that do not become vested in accordance with the preceding sentence will be cancelled and forfeited by the NEO. In addition, in the event that a change in control of the Company occurs prior to the completion of the Performance Period, the NEO has not incurred a termination of service prior to such change in control and the awards of TSR RSUs are not continued, converted, assumed or replaced by the successor or surviving entity in such change in control, then the TSR RSUs will vest based on actual performance and assuming the completion of the Performance Period as of, the date of the change in control. Any TSR RSUs that have not vested as of the date on which such change in control occurs will be cancelled and forfeited by the NEO. Additional information regarding the vesting terms and conditions applicable to all outstanding RSU awards held by our NEOs is set forth under the heading “Potential Payments Upon Termination or Change in Control” below.
Time-Based Restricted Stock Units
Time-Based Restricted Stock Units Time-vesting RSU Awards granted to our NEOs in 2025 vest in three substantially equal annual installments on the last business day of each of 2025, 2026 and 2027, subject to the executive’s continued service. If an executive’s service is terminated by us other than for “cause,” or by the executive for “good reason,” in either case, on the date of, or during the twenty-four month period following, a change in control of the Company, or due to the executive’s death or “disability” (as defined in the RSU Award Agreement), any then-unvested time-based RSUs will vest in full upon such termination. Upon an executive’s termination of service for any other reason, any then-unvested time-based RSUs will automatically be cancelled and forfeited by the executive. Any RSUs that become vested will be paid to the executive in whole shares of our common stock within 60 days after the applicable vesting date. Each RSU was granted in tandem with a corresponding dividend equivalent. Each dividend equivalent entitles the executive to receive payments equal to the amount of the dividends paid on the shares of common stock underlying the unvested RSUs to which the dividend equivalent relates. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
2023 Performance-Based Restricted Stock Unit Vesting
2023 Performance-Based Restricted Stock Unit Vesting In 2023, we granted performance-vesting TSR RSUs to Messrs. Busch and Phillips and Mses. David and Suva, which were eligible to vest during the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023-2025 Performance Period”), based on the Company’s relative TSR percentile rank within the NAREIT SCI. The Company’s relative TSR percentile rank within the NAREIT SCI for the 2023-2025 Performance Period was 73.3, which resulted in vesting of the awards at 96.6% of the maximum level of achievement.
Severance and Change in Control-Based Compensation
Severance and Change in Control-Based Compensation Each of our NEOs has been designated as a participant in our Executive Severance and Change of Control Plan (the “Severance Plan”). The terms and conditions of the Severance Plan and the payments and benefits to which the NEOs may become entitled under such plans in the event of a qualifying termination of employment are more fully described below under “Potential Payments Upon Termination or Change in Control.” We believe that job security and terminations of employment, both within and outside of the change in control context, are causes of significant concern and uncertainty for senior executives and that providing protections to our NEOs in these contexts is therefore appropriate in order to alleviate these concerns and allow the executives to remain focused on their duties and responsibilities to the Company in all situations. Furthermore, the RSU Award Agreements provide for accelerated vesting of the awards upon certain terminations of employment. A detailed description of the acceleration provisions applicable to the RSU Awards is set forth under the heading “Potential Payments Upon Termination or Change in Control” below. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Code Section 280G
Code Section 280G Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long term incentive plans including share units and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs, our Board and our Compensation Committee consider all elements of the cost to our Company of providing such compensation, including the potential impact of Section 280G. However, our Board or our Compensation Committee may, in their judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when they believe that such arrangements are appropriate to attract and retain executive talent. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
2026 Annual Cash Bonuses
2026 Annual Cash Bonuses In February 2026, the Compensation Committee also approved the Company’s 2026 annual bonus program for our NEOs. The 2026 program is structured substantially the same as the Company’s 2025 annual bonus program described above.
Long-Term Equity Based Incentive
Long-Term Equity Based Incentive In February 2026, the Compensation Committee also approved the Company’s 2026 long-term equity-based compensation program for NEOs. The 2026 program is structured substantially the same as the Company’s 2025 long-term equity-based compensation program described above, except that awards granted under the 2026 program are subject to a one-year post-vesting lock-up period.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock- based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of RSU Awards under the Incentive Award Plan are accounted for as equity awards under ASC Topic 718. Our Compensation Committee regularly considers the accounting implications of significant compensation decisions. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to the compensation earned by our NEOs for the years ended December 31, 2025, 2024, and 2023.
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY($) | BONUS($) | STOCK AWARDS ($) (1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (2) | ALL OTHER COMPENSATION ($)(3) | TOTAL($) | | Daniel J. Busch | 2025 | 950,000 | - | 4,627,084 | 2,012,813 | 7,347 | 7,597,244 | | President and Chief Executive Officer | 2024 | 900,000 | - | 3,264,391 | 1,923,750 | 7,508 | 6,095,649 | | | 2023 | 850,000 | - | 3,158,279 | 1,581,000 | 11,712 | 5,600,991 | | Christy L. David | 2025 | 575,000 | - | 1,610,377 | 925,750 | 7,322 | 3,118,449 | | Executive Vice President, Chief Operating Officer, General Counsel and Secretary | 2024 | 550,000 | - | 1,529,423 | 901,313 | 7,392 | 2,988,128 | | | 2023 | 525,000 | - | 1,495,554 | 748,650 | 11,450 | 2,780,654 | | Michael D. Phillips | 2025 | 525,000 | - | 1,470,320 | 845,250 | 7,277 | 2,847,847 | | Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 500,000 | - | 1,390,397 | 805,000 | 7,337 | 2,702,734 | | | 2023 | 475,000 | - | 1,353,125 | 677,350 | 11,256 | 2,516,731 | | Lauren E. Suva | 2025 | 300,000 | - | 365,294 | 357,000 | 7,076 | 1,029,370 | | Executive Vice President, Chief Administrative Officer | | | | | | | |
Summary Compensation Table
(1)Amounts reflect the full grant-date fair value of RSU Awards granted under the Incentive Award Plan in accordance with ASC Topic 718. With respect to the performance vesting portion of the RSU Awards, amounts reflect the value calculated on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the applicable performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as certain other assumptions. Since the performance-vesting portion of the RSU Awards are earned based solely on our relative TSR, they do not have performance conditions as defined under ASC 718, and so there are not maximum grant date fair values based on performance conditions that differ from the grant date fair values shown. Additional details on accounting for stock-based compensation can be found in Note 2 and Note 11 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Amounts reflect the annual bonus awards earned by our NEOs in the relevant fiscal year and paid in the subsequent year under our annual bonus program. (3)The following table sets forth the amount of each other item of compensation paid to, or on behalf of, our NEOs during 2025 included in the “All Other Compensation” column. Amounts for each other item of compensation are valued based on the aggregate incremental cost to us, in each case without taking into account the value of any income tax deduction for which we may be eligible.
Summary Compensation Table
| NAME | COMPANY CONTRIBUTIONS TO 401(K) PLAN ($) | LIFE INSURANCE PREMIUMS ($) | TOTAL ($) | | Daniel J. Busch | 6,000 | 1,347 | 7,347 | | Christy L. David | 6,000 | 1,322 | 7,322 | | Michael D. Phillips | 6,000 | 1,277 | 7,277 | | Lauren E. Suva | 6,000 | 1,076 | 7,076 |
Summary Compensation Table
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth information regarding grants of plan-based awards made to our NEOs for the year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| | | ESTIMATED FUTURE PAYOUT UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUT UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF STOCK OR SHARE UNIT (#)(3) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) (4) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAX ($) | THRESHOLD (#) | TARGET (#) | MAX (#) | | | | Daniel J. Busch | N/A | 712,500 | 1,425,000 | 2,137,500 | - | - | - | - | - | | | 2/18/25 | - | - | - | - | - | - | 41,996 | 1,254,001 | | | 2/18/25 | - | - | - | 42,633 | 85,265 | 170,530 | - | 3,373,083 | | Christy L. David | N/A | 330,625 | 661,250 | 991,875 | - | - | - | - | - | | | 2/18/25 | - | - | - | - | - | - | 14,616 | 436,434 | | | 2/18/25 | - | - | - | 14,838 | 29,675 | 59,350 | - | 1,173,943 | | Michael D. Phillips | N/A | 301,875 | 603,750 | 905,625 | - | - | - | - | - | | | 2/18/25 | - | - | - | - | - | - | 13,345 | 398,482 | | | 2/18/25 | - | - | - | 13,547 | 27,094 | 54,188 | - | 1,071,839 | | Lauren E. Suva | N/A | 127,500 | 255,000 | 382,500 | - | - | - | - | - | | | 2/18/25 | - | - | - | - | - | - | 3,316 | 99,016 | | | 2/18/25 | - | - | - | 3,366 | 6,731 | 13,462 | - | 266,278 |
Grants of Plan-Based Awards in 2025
(1)Amounts represent the potential value of cash bonus awards that could have been earned for 2025 under our bonus programs. Under our annual bonus programs for 2025, our NEOs were eligible to earn cash bonuses based on (1) each of their individual performances in support of our financial, operational, and cultural goals for 2025, as well as our achievement in 2025 of performance goals relating to (2) Core FFO per share, and (3) Same Property NOI growth. Please also see “Compensation Discussion and Analysis - Elements of Executive Compensation Program - Annual Cash Bonuses” for a detailed discussion of the 2025 bonus programs and the actual amounts paid to our NEOs thereunder. (2)Amounts represent performance vesting RSU Awards granted under the Incentive Award Plan which vest (if at all) based on the Company’s relative TSR percentile rank within the NAREIT SCI. The performance vesting RSU Award is eligible to be earned from 25-100% of the number of RSUs subject to the award and will be forfeited if threshold goals are not achieved. (3)Represents the time-vesting RSU Awards granted under the Incentive Award Plan. (4)Amounts reflect the full grant-date fair value of RSU Awards granted under the Incentive Award Plan in accordance with ASC Topic 718. Additional details on accounting for stock-based compensation can be found in Note 2 and Note 11 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table sets forth the RSU Awards held by each NEO as of December 31, 2025.
Outstanding Equity Awards at 2025 Year-End
| NAME | GRANT DATE | NUMBER OF RSUs THAT HAVE NOT VESTED (#) | MARKET VALUE OF RSUs THAT HAVE NOT VESTED ($)(1) | NUMBER OF UNEARNED RSUs THAT HAVE NOT VESTED (#) | MARKET VALUE OF UNEARNED RSUs THAT HAVE NOT VESTED ($)(1) | | Daniel J. Busch | February 22, 2023 (2) | 135,391 | 3,819,380 | — | — | | | February 21, 2024 (3) | 11,979 | 337,928 | — | — | | | February 21, 2024 (4) | — | — | 143,062 | 4,035,779 | | | February 18, 2025 (5) | 28,137 | 793,745 | — | — | | | February 18, 2025 (6) | — | — | 170,530 | 4,810,651 | | Christy L. David | February 22, 2023 (2) | 64,112 | 1,808,600 | — | — | | | February 21, 2024 (3) | 5,613 | 158,343 | — | — | | | February 21, 2024 (4) | — | — | 67,026 | 1,890,803 | | | February 18, 2025 (5) | 9,793 | 276,261 | — | — | | | February 18, 2025 (6) | — | — | 59,350 | 1,674,264 | | Michael D. Phillips | February 22, 2023 (2) | 58,007 | 1,636,377 | — | — | | | February 21, 2024 (3) | 5,102 | 143,927 | — | — | | | February 21, 2024 (4) | — | — | 60,934 | 1,718,948 | | | February 18, 2025 (5) | 8,941 | 252,226 | — | — | | | February 18, 2025 (6) | — | — | 54,188 | 1,528,643 | | Lauren E. Suva | February 22, 2023 (2) | 10,354 | 292,086 | — | — | | | February 21, 2024 (3) | 954 | 26,912 | — | — | | | February 21, 2024 (4) | — | — | 11,392 | 321,368 | | | February 18, 2025 (5) | 2,222 | 62,683 | — | — | | | February 18, 2025 (6) | — | — | 13,462 | 379,763 |
Outstanding Equity Awards at 2025 Year-End
(1)Amounts represent the number of outstanding RSUs multiplied by $28.21, which is equal to the per share closing price of our common stock on December 31, 2025. (2)Represents outstanding RSUs, which performance-vested based on the Company’s relative TSR percentile rank within the NAREIT SCI during the 2023-2025 Performance Period and became fully vested on March 6, 2026. (3)Represents outstanding RSUs, which vest, subject to the executive’s continued service on the vesting date, at 100% vesting on the last business day of 2026. If the executive’s service is terminated by us other than for “cause” or by the executive for “good reason,” in either case, on the date of, or during the 24-month period following, a change in control of the Company, or due to the executive’s death or “disability” (as defined in the RSU Award Agreement), the RSU Award will vest in full upon such termination. (4)Represents outstanding RSUs, which vest, subject to the executives continued service on the vesting date, based on the Company’s TSR relative to the NAREIT SCI during the performance period commencing January 1, 2024 and ending on December 31, 2026. The Company’s relative TSR percentile rank within the NAREIT SCI as of December 31, 2025 would have been 66.6. In accordance with SEC rules, amounts shown for the performance RSUs granted in 2024 are based on maximum level of achievement. (5)Represents outstanding RSUs, which vest, subject to the executive’s continued service on the vesting date with approximately 50% vesting on the last business day of 2026 and 2027. If the executive’s service is terminated by us other than for “cause” or by the executive for “good reason,” in either case, on the date of, or during the 24-month period following, a change in control of the Company, or due to the executive’s death or “disability” (as defined in the RSU Award Agreement), the RSU Award will vest in full upon such termination. (6)Represents outstanding RSUs, which vest, subject to the executives continued service on the vesting date, based on the Company’s TSR relative to the NAREIT SCI during the performance period commencing January 1, 2025 and ending on December 31, 2027. The Company’s relative TSR percentile rank within the NAREIT SCI as of December 31, 2025 would have been 56.2. In accordance with SEC rules, amounts shown for the performance RSUs granted in 2025 are based on maximum level of achievement. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Stock Vested in 2025
Stock Vested in 2025 The following table provides information regarding RSU Awards held by each NEO that vested during 2025:
Stock Vested in 2025
| NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUES REALIZED ON VESTING ($)(1) | | Daniel J. Busch | 99,469 | 2,920,352 | | Christy L. David | 45,654 | 1,341,418 | | Michael D. Phillips | 41,229 | 1,211,326 | | Lauren E. Suva | 7,781 | 228,440 |
Stock Vested in 2025
(1)Amounts represent the number of shares of our common stock acquired in connection with the vesting of RSUs multiplied by the per share closing price of our common stock on the applicable vesting date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our NEOs are entitled to certain payments and benefits upon a qualifying termination of employment (whether or not such termination is in connection with a change in control) or upon a change in control. The following discussion describes the payments and benefits to which our NEOs would have become entitled upon a qualifying termination or change in control, as applicable, occurring on December 31, 2025.
Summary of Potential Payments
Summary of Potential Payments The following table summarizes the payments that would be made to our NEOs, upon the occurrence of certain qualifying terminations of employment or a change in control, assuming such NEO’s termination of employment with the Company occurred on December 31, 2025 and, where relevant, that a change in control occurred on December 31, 2025. Amounts shown in the table below do not include (1) accrued but unpaid salary or bonuses and (2) other benefits earned or accrued by the NEOs during their employment that are available to all salaried employees, such as accrued vacation.
Summary of Potential Payments
| NAME | BENEFIT | CHANGE OF CONTROL (NO TERMINATION) ($) (1) | TERMINATION UPON DEATH OR DISABILITY (NO CHANGE IN CONTROL) ($) (2) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL) ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (CHANGE IN CONTROL ) ($) (3) | | | Cash Severance (4) | — | — | 4,750,000 | 7,125,000 | | Daniel J. | Accelerated Vesting of RSU Awards (5) | 10,179,014 | 8,190,181 | 7,058,509 | 11,310,687 | | Busch | Company-Paid COBRA Premiums (6) | — | — | 74,682 | 74,682 | | | Total | 10,179,014 | 8,190,181 | 11,883,191 | 18,510,369 | | | Cash Severance (4) | — | — | 1,854,375 | 3,090,625 | | Christy L. | Accelerated Vesting of RSU Awards (5) | 4,426,516 | 3,640,218 | 3,205,615 | 3,640,218 | | David | Company-Paid COBRA Premiums (6) | — | — | 74,682 | 74,682 | | | Total | 4,426,516 | 3,640,218 | 5,134,672 | 6,805,525 | | | Cash Severance (4) | — | — | 1,693,125 | 2,821,875 | | Michael D. | Accelerated Vesting of RSU Awards (5) | 4,020,461 | 3,303,955 | 2,907,802 | 3,303,955 | | Phillips | Company-Paid COBRA Premiums (6) | — | — | 74,682 | 74,682 | | | Total | 4,020,461 | 3,303,955 | 4,675,609 | 6,200,512 | | | Cash Severance (4) | — | — | 832,500 | 1,387,500 | | Lauren E. | Accelerated Vesting of RSU Awards (5) | 796,481 | 638,928 | 549,333 | 1,345,814 | | Suva | Company-Paid COBRA Premiums (6) | — | — | 74,682 | 74,682 | | | Total | 796,481 | 638,928 | 1,456,515 | 2,807,996 |
Summary of Potential Payments
(1)Includes amounts to which the NEOs would be entitled by reason of accelerated vesting of performance vesting RSU Awards upon a change in control of the Company. (2)Includes amounts to which the NEOs would be entitled by reason of continued vesting of a pro-rata portion of the performance vesting RSUs following a termination by reason of death or disability. (3)Represents amounts to which NEOs would be entitled upon a qualifying termination of employment occurring on the date of, or during the 24-month period following, a change in control. (4)Represents a multiple of the sum of the NEO’s annual base salary and target bonus for the year in which the qualifying termination occurs. The multiple varies by NEO, and whether the executive’s qualifying termination occurs on the date of, or during the 24-month period following, a change in control. For additional details, see “Executive Severance and Change in Control Plan” above. (5)Represents the aggregate value of the NEO’s unvested RSUs which would vest in connection with the executive’s termination of employment, calculated, (i) with respect to time- based vesting RSUs by multiplying the applicable number of RSUs subject to each RSU Award by $28.21, which is equal to the per share closing price of our common stock as of December 31, 2025, and (ii) with respect to performance vesting RSUs (a) assuming that performance goals are achieved at maximum as of December 31, 2025 with respect to the occurrence of a change in control of the Company and (b) assuming that performance goals are achieved in line with the interpolated performance of such awards based on the Company’s relative TSR percentile rank within the NAREIT SCI as of December 31, 2025 in the case of termination other than for “cause”, by the NEO for “good reason”, or due to the NEO’s death or disability not in connection with a change in control of the Company. (6)Represents reimbursement of COBRA premiums. The amounts associated with COBRA premiums were calculated using 2025 enrollment rates, multiplied by the maximum 18- month period during which the executive may be entitled to reimbursement of COBRA premiums. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of Daniel J. Busch, our Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2025, our last completed annual period: •the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $143,750; and •the annual total compensation of our CEO was $7,597,244. Based on this information, for 2025, the annual total compensation of our CEO was approximately 53 times the median of the annual total compensation of all of our employees (other than the CEO).
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| | SUMMARY COMPENSATION TABLE TOTAL | | COMPENSATION ACTUALLY PAID TO (a) (b): | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs ($) (a) (b) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON (C): | | | | | YEAR | PEO 1($) | PEO 2($) | PEO 1($) | PEO 2($) | | | TOTAL SHAREHOLDER RETURN ($) (c) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) (d) | NET INCOME / (LOSS) (e) | CORE FFO PER DILUTED SHARE ($) (f) | | 2025 | 7,597,244 | N/A | 7,877,518 | N/A | 2,331,889 | 2,446,204 | 121.17 | 118.95 | 111,421 | 1.83 | | 2024 | 6,095,649 | N/A | 8,242,252 | N/A | 2,845,431 | 3,805,640 | 142.47 | 123.71 | 13,658 | 1.73 | | 2023 | 5,600,991 | N/A | 5,749,726 | N/A | 2,648,693 | 2,715,902 | 115.87 | 105.70 | 5,269 | 1.65 | | 2022 | 5,121,748 | N/A | 4,741,770 | N/A | 2,446,165 | 2,291,361 | 89.75 | 87.46 | 52,233 | 1.57 | | 2021 | 3,724,528 | 2,937,129 | 3,627,458 | 1,767,130 | 1,775,888 | 1,732,743 | 116.32 | 107.87 | (5,360) | 1.40 |
Pay Versus Performance Table
(a)Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Pay Versus Performance Table
| YEAR | PEO 1 | PEO 2 | NON-PEO NEOs | | 2025 | Daniel J. Busch | | Christy L. David, Michael D. Phillips, Lauren E. Suva | | 2024 | Daniel J. Busch | | Christy L. David, Michael D. Phillips | | 2023 | Daniel J. Busch | | Christy L. David, Michael D. Phillips | | 2022 | Daniel J. Busch | | Christy L. David, Michael D. Phillips | | 2021 | Daniel J. Busch | Thomas P. McGuinness | Christy L. David, Michael D. Phillips |
Pay Versus Performance Table
2025 Compensation Actually Paid to our NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table for the fiscal year ending December 31, 2025:
Pay Versus Performance Table
| | 2025 | | | ADJUSTMENTS | PEO 1($) | AVERAGE NON-PEO NEOS ($) | | Total reported in Summary Compensation Table (SCT) | 7,597,244 | 2,331,889 | | Deduction for value of stock awards reported in SCT | (4,627,084) | (1,148,664) | | Increase for ASC 718 fair value of awards granted during the covered fiscal year that remain unvested and outstanding as of the end of the covered fiscal year | 3,928,086 | 975,143 | | Increase for ASC 718 fair value of awards granted and vested in the covered fiscal year | 399,694 | 99,219 | | Increase for change in ASC 718 fair value of awards granted in prior fiscal years that remain unvested and outstanding as of the covered fiscal year | 754,567 | 245,754 | | Increase for change in ASC 718 fair value of awards granted in prior fiscal years that vested in the covered fiscal year | (58,771) | (19,243) | | Deduction for ASC 718 fair value of awards granted in prior fiscal years that were forfeited during the covered fiscal year | (116,218) | (37,894) | | Increase for dividends or other earnings paid during the covered fiscal year prior to vesting date | — | — | | Total adjustments | 280,274 | 114,315 | | Compensation Actually Paid | 7,877,518 | 2,446,204 |
Pay Versus Performance Table
ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Relationship Between Compensation Actually Paid and Financial Performance
Relationship Between Compensation Actually Paid and Financial Performance One of our primary compensation objectives is to align the financial interest of our PEO and non-PEO NEOs with our stockholders. The following graphs compare the Compensation Actually Paid to our PEO(s) and the average of the Compensation Actually Paid to our remaining NEOs, with (i) our cumulative TSR and (ii) the TSR for the NAREIT SCI, in each case, for the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021. TSR amounts reported in the graphs assume an initial fixed investment of $100 at the first NYSE trade price of $23.61 on October 12, 2021, the first day on which our common stock began trading on the NYSE, and that all dividends, if any, were reinvested. The following graphs compare the Compensation Actually Paid to our PEO(s) and the average Compensation Actually Paid to our remaining NEOs, as compared to reported GAAP Net Income (Loss) and Core FFO per diluted share, in each case, for the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021. ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT 2026
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List Following is a list of the most important financial and non-financial measures used to link executive compensation and company performance. a.Core FFO per diluted share; b.Same Property NOI; c.Total shareholder return relative to NAREIT shopping center index; and d.Individual performance. For additional details regarding our most important financial performance measures, please see the Executive Compensation section for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.