DEF 14A of American Assets Trust, Inc., Apr 5, 2024

DEF 14A of American Assets Trust, Inc.

Filed Apr 5, 2024 · FY20230001500217-24-000017

Open on EDGAR

  1. INFORMATION ABOUT THE BOARD

    INFORMATION ABOUT THE BOARD

  2. NOMINEES FOR ELECTION TO THE BOARD

    NOMINEES FOR ELECTION TO THE BOARD At the Annual Meeting, our stockholders will elect five directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board seeks independent directors who represent a diverse mix of backgrounds and experiences that will enhance the quality of the Board's deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and race/ethnicity. The Board does not discriminate on the basis of race/ethnicity, color, national origin, sex, gender identity or expression, religion, disability, sexual orientation, pregnancy, medical condition or other characteristic protected by law. Our director nominees, which include two females, one of whom is from an underrepresented community, were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee, or Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, professional competence, high performance standards, familiarity with our business and industry, diversity of thought and an ability to work collegially. We are committed to diversity and recognize the benefits of having a diverse Board. We view increasing diversity at the Board level as essential to promoting the inclusion of different ideas and perspectives, maintaining our competitive advantage and supporting the attainment of our strategic objectives. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of American Assets Trust, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires. Your proxy holder will cast your votes for each of the Board's nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board. Recommendation of the Board of Directors: The Board of Directors unanimously recommends that the stockholders vote “FOR” the five nominees listed below.

  3. NOMINEES FOR ELECTION TO THE BOARD

    | Name | Age | Position | | Ernest S. Rady | 86 | Chairman of the Board of Directors and Chief Executive Officer | | Thomas S. Olinger † | 57 | Director, Chairperson of our Audit Committee and Member of our Compensation Committee | | Joy L. Schaefer † | 64 | Director, Chairperson of our Governance Committee, Member of our Audit Committee and Member of our Compensation Committee | | Dr. Robert S. Sullivan † | 80 | Director, Chairperson of our Compensation Committee and Member of our Governance Committee | | Nina A. Tran † | 55 | Director, Member of our Audit Committee and Member of our Governance Committee | | † Independent within the meaning of the NYSE listing standards. This determination was made after considering all relevant facts and circumstances, reviewing director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the directors, members of each of the director's immediate families and the directors' affiliates. | | |

  4. NOMINEES FOR ELECTION TO THE BOARD

    . Ernest S. Rady. Mr. Rady has served as Chairman of our Board since the completion of our initial public offering in January 2011 and as our Chief Executive Officer since September 2015. Mr. Rady previously served as our President from September 2015 until July 2021. Mr. Rady has over 56 years of experience in real estate management and development, having founded American Assets, Inc., or AAI, in 1967 and is currently serving as its president and chairman of its Board of directors. In 1971, Mr. Rady also founded Insurance Company of the West and Westcorp, a financial services holding company. From 1973 until 2006, Mr. Rady served as chairman and chief executive officer of Westcorp. Mr. Rady served as chairman of Western Financial Bank from 1982 until 2006 and chief executive officer of Western Financial from 1994 until 1996 and from 1998 until 2006. Mr. Rady also served as a director of WFS Financial Inc., an automobile finance company, from 1988 until 2006 and as chairman from 1995 until 2006. From 2006 until 2007, Mr. Rady served as chairman of dealer finance business and California banking business for Wachovia Corporation, and also served as a director from 2006 until 2008. Mr. Rady currently serves as chairman of the Board of directors of Insurance Company of the West, and chairman of the Dean's Advisory Council of the Rady School of Management at the University of California, San Diego. Mr. Rady received his degrees in commerce and law, and an Honorary Degree of Doctor of Laws, from the University of Manitoba. Our Board determined that Mr. Rady should serve as a director based on his wealth of experience in the commercial real estate and financial services industries. Thomas S. Olinger. Mr. Olinger has served as a member of our Board since the completion of our initial public offering in January 2011. From May 2012 until April 2022, Mr. Olinger served as chief financial officer of Prologis, Inc., a global operator and developer of logistics real estate. From June 2011 to May 2012, Mr. Olinger served as chief integration officer of Prologis, Inc. From 2007 to June 2011, Mr. Olinger served as chief financial officer of AMB Property Corporation, a global operator and developer of logistics real estate, which was merged with and into Prologis, Inc. in June 2011. From 2002 until 2007, Mr. Olinger served as vice president and corporate controller of Oracle Corporation, a computer hardware and software company. Mr. Olinger began his professional career in 1988 with Arthur Andersen LLP as an auditor and Mr. Olinger became a partner in 1999, during which time Mr. Olinger served various REITs. Since January 2023, Mr. Olinger has served on the Board of directors of Equinix, Inc., a publicly traded global data center and colocation provider for enterprise network and cloud computing. Mr. Olinger received his Bachelor of Science degree in finance from Indiana University. Our Board determined that Mr. Olinger should serve as a director based on his wealth of experience in the real estate industry, as well as his financial background. Mr. Olinger is the Chairperson of our Audit Committee and is a member of our Compensation Committee. Joy L. Schaefer. Ms. Schaefer has served as a member of our Board since our 2019 Annual Meeting. Since 2005, Ms. Schaefer has served as president of Golden Eagle Advisors, LLC, a consulting firm focused on organizational development and growth through strategic, operational and financial improvements. From 2005 until August 2018, Ms. Schaefer served as an operating partner of Snow Phipps Group, LLC, a private equity firm, where she was a business and operations advisor to real estate specialty finance companies. From 2002 until 2005, Ms. Schaefer served as president of JL Schaefer Consulting, a strategic, financial and operational consulting practice, advising privately held and family-owned businesses. In 2002, Ms. Schaefer served as president and chief operating officer of Ameriquest Mortgage, a privately held mortgage banking company. From 1990 until 2002, Ms. Schaefer served in various senior management positions within the Westcorp family of companies, including as president and chief operating officer of Westcorp, Inc., a publicly traded financial services holding company; vice chairman, chief executive officer, president and chief operating officer of WFS Financial, Inc., a publicly traded national automobile finance company; and chief operating officer, senior executive vice president, chief financial officer and treasurer of Western Financial Bank, Inc. Earlier in her career, Ms. Schaefer was an audit manager for Ernst & Young. Since January 2020, Ms. Schaefer has served on the Board of directors of Velocity Financial, Inc., a publicly traded company that originates and manages investor real estate loans. Ms. Schaefer received her Bachelor of Science degree from the Illinois Wesleyan University, where she majored in accounting. Ms. Schaefer was licensed as a Certified Public Accountant in California, Illinois and Oklahoma. Our Board determined that Ms. Schaefer should serve as a director based on her extensive financial background and experience as an executive officer of multiple publicly traded financial services companies. Ms. Schaefer is the Chairperson of our Governance Committee and is a member of our Audit Committee and Compensation Committee. Dr. Robert S. Sullivan. Dr. Sullivan has served as a member of our Board since the completion of our initial public offering in January 2011. From 2003 until his retirement in 2020, Dr. Sullivan was the founding dean of the Rady School of Management at University of California, San Diego. From 1997 until 2002, Dr. Sullivan was dean of Kenan-Flagler Business School at the University of North Carolina, Chapel Hill. From 1976 until 1997, Dr. Sullivan served in a variety of senior positions at the University of Texas and Carnegie Mellon University. From 2004 until 2017, Dr. Sullivan served on the Board of directors of Cubic Corporation. From 1991 until 2006, Dr. Sullivan served as a director of Stewart and Stevenson Services, Inc. Dr. Sullivan received his Doctor of Philosophy degree from Pennsylvania State University. Dr. Sullivan received his Master of Business Administration degree from Cornell University and his Bachelor of Arts degree in mathematics from Boston College. Our Board determined that Dr. Sullivan should serve as a director based on his leadership expertise and extensive experience as a director of public and private companies. Dr. Sullivan is the Chairperson of our Compensation Committee and is a member of our Governance Committee.

  5. NOMINEES FOR ELECTION TO THE BOARD

    Nina A. Tran. Ms. Tran has served as a member of our Board since our 2021 Annual Meeting. From March 2021 until December 2022, Ms. Tran served as the chief financial officer for Pacaso, a real estate technology company focused on second home co-ownership. From 2016 to 2021, Ms. Tran was the chief financial officer at Veritas Investments, Inc., an owner and manager of mixed-use real estate properties. From 2013 to 2016, Ms. Tran served as the chief financial officer of Starwood Waypoint Residential Trust, a leading publicly-traded REIT that owns and operates single-family rental homes. Prior to joining Starwood Waypoint, Ms. Tran spent 18 years at Prologis, Inc. (formerly AMB Property Corp.), the largest publicly-traded global industrial REIT. Ms. Tran served as senior vice president and chief accounting officer, and most recently as chief global process officer, where she helped lead the merger integration between AMB and Prologis. Prior to joining Prologis, Ms. Tran was a senior associate with PricewaterhouseCoopers. Since 2016, Ms. Tran has served on the Board of directors of Apartment Income REIT, or AIR (formerly AIMCO) and is currently the chairwoman of AIR's audit committee. Ms. Tran serves on the advisory Board of the Asian Pacific Fund. Ms. Tran also serves on the Board of directors for Catalyst Income Fund. Ms. Tran brings particular expertise to the Board in the areas of accounting, financial controls and business processes. Ms. Tran is a member of our Audit Committee and our Governance Committee.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  7. DIRECTOR COMPENSATION

    | Name (1) | Fee Earned in Cash ($)(2) | Stock Awards ($)(3) | Total Compensation ($) | | Thomas S. Olinger | 67,000 | 50,007 | 117,007 | | Dr. Robert S. Sullivan | 58,000 | 50,007 | 108,007 | | Joy L. Schaefer | 63,000 | 50,007 | 113,007 | | Nina A. Tran | 52,000 | 50,007 | 102,007 |

  8. DIRECTOR COMPENSATION

    ______________________ (1) Mr. Rady, our Chairman of the Board and Chief Executive Officer, is not included in this table as he is our employee and does not receive compensation for his services as a director. All compensation paid to Mr. Rady for the services he provides to us is reflected in the Summary Compensation Table. (2) Reflects retainer and meeting fees earned in 2023. Amounts do not include reimbursable costs (i.e., airfare, hotel, car rental, etc.) incurred by directors in connection with their services as directors. (3) Amounts reflect the full grant-date fair value of restricted stock awards granted in 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the director. We provide information regarding the assumptions used to calculate the value of all restricted stock awards made to directors in Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K. As of December 31, 2023, each non-employee director held 2,587 shares of restricted stock that had not vested.

  9. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table Non-Employee Director Compensation Program The compensation program for our non-employee directors is intended to fairly compensate our directors for the time and effort necessary to serve on our Board. Non-employee members of our Board receive a combination of cash and equity-based compensation. We reimburse each of our directors for his or her travel expenses incurred in connection with his or her attendance at full Board and committee meetings. Cash Compensation. Pursuant to this program, each non-employee director will receive an annual base retainer for his or her services of $40,000, payable in cash in quarterly installments in conjunction with quarterly meetings of the Board. In addition, each non-employee director who serves as the Chairperson of the Audit, Compensation or Governance Committees will receive an additional annual cash retainer of $15,000, $10,000 or $10,000, respectively. Directors also receive additional cash consideration equal to $1,500 for each Board meeting that they attend in person or by telephone, and $1,000 for each committee meeting that they attend in person or by telephone. Non-employee directors are permitted to elect to receive these cash amounts in the form of fully vested shares of our common stock. Equity Compensation. Each of our non-employee directors is eligible to receive automatic grants of restricted stock under our Amended and Restated 2011 Equity Incentive Award Plan, or Amended Equity Plan. On the date of each annual meeting of stockholders, each non-employee director who continues to serve on our Board following such annual meeting will be granted an award of restricted stock with a value equal to $50,000, based on the closing price of our common stock on the date of such grant. These awards of restricted stock will vest, subject to the director's continued service, upon the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board until the next annual meeting of our stockholders, but not thereafter (i.e., if such non-employee director is not re-elected or otherwise determines not to stand for re-election). All awards of restricted stock granted to each non-employee director will vest in full upon a change in control (as defined in the Amended Equity Plan). Stock Ownership Guidelines for Non-Employee Directors. We maintain stock ownership guidelines for our non-employee directors pursuant to which such non-employee directors are required to maintain a level of ownership of equity in the Company equal to five times their annual base retainer, subject to certain limited exceptions. Any newly appointed or elected non-employee director will be required to meet this requirement within five years of being appointed. All of our non-employee directors are currently in compliance with our stock ownership guidelines.

  10. Executive Summary for 2023

    Executive Summary for 2023 Fiscal 2023 — The Year in Review Our executive compensation program is primarily comprised of three elements: base salary, annual bonuses and long-term equity incentives. Long-term equity awards are in the form of performance-based restricted stock awards which vest over a multi-year vesting period. Our executive team remained focused on, among other things, the disciplined execution of our evolving business strategy, navigating the ongoing macroeconomic conditions and challenges impacting the United States and global economies, including the markets in which our properties are located and the impact of the foregoing on our business operations and stakeholders. Our fiscal and operational 2023 results, guided by our named executive officers, illustrate this focus, which included, among other things, the following: •Financial Results: In 2023, we achieved our highest funds from operations, or FFO, attributable to common stock and units (both on an aggregate basis and per diluted share/unit) since our initial public offering in 2011 of $183.4 million, or $2.40 per diluted share/unit, a 3% increase from the year ended December 31, 2022. (FFO is a non-GAAP measure. A reconciliation of net income to FFO is included on page 61 of our Annual Report on Form 10-K for the year ended December 31, 2023.) •Capital Markets Activity / Unsecured Financing: In January 2023, we successfully closed on an amended and restated term loan (increasing the fully-drawn borrowings from $150 million to $225 million and extending the maturity date from March 2023 to January 2025) and entered into a forward starting swap to fix the interest rates thereunder at 5.47% for the first year and 5.57% for the second year, subject to adjustments based on our consolidated leverage ratio. •Dividends: We declared aggregate dividends in 2023 of $1.32 per share, a 3% increase from the year ended December 31, 2022. •Investment Grade Credit Ratings: In 2023, we maintained our investment grade credit ratings from all three major U.S. credit rating agencies, consisting of a Baa3/Stable rating from Moody's Investor Service, a BBB- /Stable rating from Standard and Poor's Ratings Services and a BBB/Stable rating from Fitch Ratings. •Development Activity: In 2023, we completed redevelopment activity at One Beach Street in San Francisco, CA and completed development activity at La Jolla Commons, Tower III in San Diego, California. We also furthered renovation activity at Eastgate Office Park, in Bellevue, Washington, and Solana Crossing, in San Diego, California, and completed construction of new amenities at City Center Bellevue and Corporate Campus East III, in Bellevue, Washington, and First & Main and Lloyd Center Tower in Portland, Oregon. •Leasing Activity: In 2023, we leased approximately 322,418 square feet of office space and 405,144 square feet of retail space; and we executed 1,879 renewals and new leases within our multi-family portfolio. •Portfolio: As of December 31, 2023, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 7.2 million rentable square feet of retail and office space (including mixed-use retail space), 2,110 residential units (including 120 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2023, we owned land at three of our properties that we classified as held for development and/or construction in progress. •ESG Initiatives: In 2023, we continued our focus on the positive impact that fostering a culture of diversity and inclusion has on the strength of our business, our economy and our society. Our focus on ESG initiatives (as described above) as well as human capital, including the physical and mental well-being of our employees and stakeholders both within our company and within our communities, has grown stronger and represents the foundation that our culture was built on. Additionally, we achieved for the second year in a row, an “A” disclosure score from GRESB. This score measures the level of public stakeholder engagement and communication of a company’s ESG initiatives. 2023 Executive Compensation Actions The Compensation Committee took into account a number of factors in making its 2023 and 2024 compensation decisions, including our financial and operational results, individual performance and ongoing macroeconomic conditions and challenges. It is our intention to provide Messrs. Rady, Barton, Wyll and Gammieri with a target total annual compensation opportunity, including base salary, annual bonus targets and target restricted stock award grants, competitive with the median of similarly-situated executive officers among our then-current NAREIT peer group (based on total market capitalization) for compensation purposes as determined based on the executive's duties, authority and responsibilities (and not solely by reference to title) in the reasonable discretion of the Compensation Committee. In light of these considerations, the Compensation Committee made the following executive compensation decisions with respect to 2023 and 2024: •Market-Based Base Salary Increases: We seek to provide our named executive officers with competitive cash compensation opportunities in order to provide them with a stable annual income at an appropriate level, as well as for retention purposes in what is currently a highly competitive labor market for experienced and/or specialized executive and employee talent in our target markets. In December 2023, the Compensation Committee made adjustments to the base salary rates for Messrs. Rady, Barton, Wyll and Gammieri for 2024, each as set forth below:

  11. 2023 CASH BONUSES FOR NAMED EXECUTIVE OFFICERS

    2023 CASH BONUSES FOR NAMED EXECUTIVE OFFICERS

  12. 2023 CASH BONUSES FOR NAMED EXECUTIVE OFFICERS

    | Executive | 2023 Cash Bonus | 2023 Target Bonus (% Base Salary) | Actual Bonus (% Base Salary) | | Ernest Rady (1) | $2,100,000 | N/A | 300% | | Robert F. Barton | $901,250 | 100% | 175% | | Adam Wyll | $875,000 | 100% | 175% | | Jerry Gammieri | $426,563 | 75% | 131% |

  13. 2023 CASH BONUSES FOR NAMED EXECUTIVE OFFICERS

    ______________ (1) In lieu of an award of restricted stock grants in December 2023 (for reasons described below), our Compensation Committee determined to increase Mr. Rady's cash bonus above the amount it otherwise would have been (if he had received awards of restricted stock grants). Note that if Mr. Rady had received an award of restricted stock grants at $2.25 million of target value (consistent with his stock award in 2022), the aggregate grant-date fair value of such restricted stock awards granted to Mr. Rady would have been $2.69 million, computed in accordance with ASC Topic 718. Therefore, Mr. Rady's incremental cash bonus in 2023 was significantly less than the projected fair value of his stock award, had it been granted in 2023. For 2024, the target bonus percentage remains 100% for Mr. Barton, 100% for Mr. Wyll and 75% for Mr. Gammieri. Mr. Rady’s annual bonus is determined in the sole discretion of our Compensation Committee and he does not have a target bonus percentage. •Performance-Based Restricted Stock Grants Tied to FFO Per Share and Relative TSR Performance: Our Compensation Committee has determined to provide annual equity grants to our named executive officers, the vesting of which is based upon achievement of pre-established performance objectives tied to our FFO per share performance and our relative total shareholder return as compared to the S&P 600 Real Estate Index. The stock awards granted to our named executive officers are subject to the performance vesting provisions described herein. The elements of our restricted stock grant awards are designed to ensure that management maintains a long-term focus that serves the best interests of our Company and our stockholders by tying a significant portion of total direct compensation to the achievement of certain operational and financial metrics. The following table lists the restricted stock awards granted to our named executive officers in December 2023 subject to the achievement of pre-established performance objectives as described below under “Elements of Executive Officer Compensation.” It is the current intention of the Compensation Committee for annual grants of restricted stock awards to be made to our named executive officers in December of each calendar year going forward, consistent with our historic practice.

  14. 2023 RESTRICTED STOCK GRANTS FOR NAMED EXECUTIVE OFFICERS

    2023 RESTRICTED STOCK GRANTS FOR NAMED EXECUTIVE OFFICERS

  15. 2023 RESTRICTED STOCK GRANTS FOR NAMED EXECUTIVE OFFICERS

    | | December 2023 | | | | | Executive | “Target” Number of Shares (1) | “Maximum” Number of Shares (1) | “Target” Value at Grant | “Maximum” Value at Grant | | Ernest Rady (2) | N/A | N/A | N/A | N/A | | Robert F. Barton | 55,492 | 83,238 | $1,050,000 | $1,575,000 | | Adam Wyll | 55,492 | 83,238 | $1,050,000 | $1,575,000 | | Jerry Gammieri | 21,140 | 31,710 | $400,000 | $600,000 |

  16. 2023 RESTRICTED STOCK GRANTS FOR NAMED EXECUTIVE OFFICERS

    _______________ (1) The “target” and “maximum” value at grant was converted into a “target” and “maximum” number of shares, respectively, of restricted stock based on the fifty day historical average closing price per share (approx. $18.9216) of our common stock as of December 6, 2023 (the day preceding the grant date to our named executive officers and employees). Please see the Summary Compensation Table below for the aggregate grant-date fair value of these awards, computed in accordance with ASC Topic 718. For information regarding the assumptions made in connection with the calculation of these amounts, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K (2) Mr. Rady was not awarded restricted stock grants in December 2023 due to ownership limits in our charter that prevents Mr. Rady and his affiliates from beneficially or constructively owning more than 19.9% of our outstanding common stock.

  17. Executive Compensation Program Overview

    | | WHAT WE DO | | WHAT WE DON'T DO | | ✓ | Directly align pay with performance | ✗ | Excise tax gross-up provisions | | ✓ | Create significant alignment with stockholders and paying a substantial amount of executive compensation in the form of equity | ✗ | Guaranteed cash incentives, equity compensation or salary increases for executive officers | | ✓ | Performance-based incentive cash program for executives, with bonus tied to financial and operational performance | ✗ | Single-trigger cash severance in connection with a change in control | | ✓ | Limited guaranteed compensation in the form of base salary | ✗ | Hedging of our equity securities | | ✓ | Compensation recovery policy for executive officers | ✗ | Excessive perquisites or other benefits | | ✓ | Maintain a cap on incentive compensation payments | | | | ✓ | Three-year vesting period of executive stock awards | | | | ✓ | Robust stock ownership requirements of executives | | | | ✓ | Annual say-on-pay vote | | | | ✓ | Assessment of our ESG initiatives in connection with certain compensation decisions | | |

  18. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    (1) Mr. Rady was not awarded restricted stock grants in December 2023 due to ownership limits in our charter that prevents Mr. Rady and his affiliates from beneficially or constructively owning more than 19.9% of our outstanding common stock. (2) We have not established a formalized or contractual annual target stock grant for Mr. Gammieri. Amounts in the table above for Mr. Gammieri were values determined by our Compensation Committee in 2023. These “target” and “maximum” values are converted at the time of grant into a “target” and “maximum” number of shares, respectively, of restricted stock based on the fifty-day historical average closing price per share of our common stock as of the day preceding the grant date to our named executive officers and employees. As a result, the actual aggregate grant-date fair value of these awards, computed in accordance with ASC Topic 718, may differ from the target and maximum values reflected in the table above from year to year. 2023 Long-Term Equity Incentive Awards. In December 2023, the Compensation Committee awarded each of our named executive officers an award of performance-based restricted shares of our common stock consistent with the methodology described below. The actual number of shares granted to each of the named executive officers in 2023 is set forth in the table on page 32 entitled “2023 Restricted Stock Grants for Named Executive Officers.” The restricted stock awards granted in December 2023 are eligible to vest over a three-year period based on the results of two performance-based measures: (1) our FFO per share for the FFO performance period and (2) our relative total shareholder return, or TSR performance, as compared to the S&P 600 Real Estate Index, over a one-year, two-year and three-year performance period ending November 30, 2024, 2025 and 2026. For purposes of the awards, the TSR calculation will take into account both stock price appreciation and dividends assuming all dividends are reinvested. Up to one-third of the shares of restricted stock granted in December 2023 may vest based on the performance-based measurements as of each of November 30, 2024, 2025 and 2026. Our Compensation Committee determined to utilize the foregoing performance-based metrics in connection with the December 2023 grants because they believed that: •FFO per share represents the key financial and operational performance metric that most REITs are measured by and for which our named executive officers are directly responsible, thereby creating a clear link between executive actions and corporate results. •The S&P 600 Real Estate Index is a diversified real estate index comprised of 50 real estate companies in the S&P 600 (including the Company), of which 44 are equity REITs (like the Company) across most REIT property types (i.e., office, retail, multifamily and mixed-use/hospitality), which provides an appropriate comparison to our diversified portfolio (office, retail, multifamily and mixed-use/hospitality). •The selected performance metrics of FFO per share and relative TSR are important to sustaining our long-term performance and are commonly used by other REITs to measure performance-based awards. •Our performance-based restricted shares from years prior to 2021 (which were never modified) measured performance based on our TSR performance compared to the Bloomberg Shopping Center REIT Index, or BBRESHOP Index, which we no longer believe is an appropriate comparison index, as our retail portfolio comprised less than 26.5% of our net operating income in 2023, due, in large part, to our acquisitions of multiple office projects (approximately 1.3 million square feet for approximately $780 million since June 2019) and in-progress or recently completed development and redevelopment of additional office projects (approximately $220 million in estimated project costs). For the shares of restricted stock awarded in December 2023, performance rankings corresponding to the vesting percentage for each of the three performance periods (one-year, two-year and three-year) are based on our “FFO Per Share” and our “Relative TSR Performance” as set forth in the following tables:

  19. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    | Payout Level | FFO Per Share(1)(2) Performance for the FFO Performance Period(3) | FFO Performance Multiplier(4) | | Maximum | Top End of FFO Per Share Range in Budget or above | 150% | | Target | Mid-Point of FFO Per Share Range in Budget | 100% | | Threshold or below | Low End of FFO Per Share Range in Budget or below | 50% |

  20. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    | Relative TSR Performance(1)(2) Relative to the S&P 600 Real Estate Index(3) for the TSR Performance Period(4) | TSR Performance Multiplier(5) | | +500 bps and above | FFO Performance Multiplier + 10% (but not to exceed 150%) | | Between +500 bps and -500 bps | FFO Performance Multiplier | | -500 bps and below | FFO Performance Multiplier - 10% (but not below 50%) |

  21. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    ______________ (1) “Relative TSR Performance” means the Company TSR less the S&P 600 Real Estate Index TSR, in each case for the applicable performance period, expressed in basis points. (2) “Company TSR” means the Company’s compounded annual total shareholder return for the applicable performance period calculated in accordance with the total shareholder return calculation methodology used in the S&P 600 Real Estate Index (assuming the reinvestment of all dividends). (3) “S&P 600 Real Estate Index” means the compounded annual total shareholder return for the S&P 600 Real Estate Index for the applicable performance period (assuming the reinvestment of all dividends). (4) For purposes of the 2023 performance restricted stock awards, there are three “TSR Performance Periods.” The First TSR Performance Period means the period beginning on December 1, 2023 and ending on November 30, 2024. The Second TSR Performance Period means the period beginning on December 1, 2023 and ending on November 30, 2025. The Third TSR Performance Period means the period beginning on December 1, 2023 and ending on November 30, 2026. (5) “TSR Performance Multiplier” means, for each performance period, the performance multiplier determined pursuant to the chart above based on the Company’s Relative TSR Performance relative to the S&P 600 Real Estate Index for the applicable performance period. The Compensation Committee retains the discretion to adjust the FFO Performance Multiplier and TSR Performance Multiplier (either positively or negatively) to address events or circumstances that are extraordinary or unusual in nature or infrequent in occurrence or that otherwise have an unintended effect on the calculation of the FFO Performance Multiplier. We expect to grant similar performance-based restricted stock awards in future fiscal years as provided in the restated employment agreements and on similar terms to those described above, although the Compensation Committee retains the discretion to adjust the amount of such awards and the vesting terms applicable to such awards. Vesting of 2022 Performance Based Awards. In December 2022, the Compensation Committee awarded each of our named executive officers an award of performance-based restricted shares of our common stock, which awards are structured substantially similar (except for the performance periods) to the description and table set forth under "2023 Long-Term Equity Incentive Awards" as described above. The restricted stock awards granted in December 2022 are eligible to vest based on (1) our FFO per share for the FFO performance period and (2) our relative TSR performance, as compared to the S&P 600 Real Estate Index, over a one-year, two-year and three-year performance period ending November 30, 2023, 2024 and 2025. Up to one-third of the shares of restricted stock subject to such award were eligible to vest on November 30, 2023. The maximum, target and threshold levels of FFO per share range for 2023 established by the Compensation Committee for restricted stock awards granted in December 2022 were $2.25, $2.15 and $2.05, respectively. For the 2023 performance period, the Company's FFO was $2.40 per share for calendar year 2023; and the Company's TSR was (24.84%) and the S&P 600 Real Estate Index TSR was (11.46%), in both cases, for the TSR performance period from December 1, 2022 to November 30, 2023. As a result, the FFO Performance Multiplier was determined to be 150% and the TSR Performance Multiplier was determined to be “FFO Performance Multiplier - 10%”, which ultimately resulted in vesting of the tranche of the restricted stock awards granted in December 2022 eligible to vest based on 2023 performance at 140% of target level. Vesting of 2021 Performance Based Awards In December 2021, the Compensation Committee awarded each of our named executive officers an award of performance-based restricted shares of our common stock, which awards are structured substantially similar (except for the performance periods) to the description and table set forth under "2023 Long-Term Equity Incentive Awards" as described above. The restricted stock awards granted in December 2021 are eligible to vest based on (1) our FFO per share for the FFO performance period and (2) our relative TSR performance, as compared to the S&P 600 Real Estate Index, over a one-year, two-year and three-year performance period ending November 30, 2022, 2023 and 2024. Up to one-third of the shares of restricted stock subject to such award was eligible to vest on November 30, 2023. The maximum, target and threshold levels of FFO per share range for 2022 established by the Compensation Committee for restricted stock awards granted in December 2021 were $2.14, $2.10 and $2.06, respectively. For the measurement date for the performance-based restricted stock awards granted in 2021, the Company's FFO was $2.34 per share for calendar year 2022; and the Company's TSR was (34.45%) and the S&P 600 Real Estate Index TSR was (27.04%), in both cases, for the TSR performance period from December 1, 2021 to November 30, 2023. As a result, the FFO Performance Multiplier was determined to be 150% and the TSR Performance Multiplier was determined to be “FFO Performance Multiplier - 10%”, which ultimately resulted in vesting of the eligible tranche of the restricted stock awards granted in December 2021 at 140% of target level. Vesting of 2020 Performance Based Awards. In December 2020, the Compensation Committee awarded each of our named executive officers an award of performance-based restricted shares of our common stock. Each of the restricted stock awards granted to our named executive officers in December 2020 were eligible to vest based on our TSR performance over a one-year, two-year and three-year performance period relative to the BBRESHOP Index. Up to one-third of the shares of restricted stock subject to each such award was eligible to vest on November 30, 2023. For the shares of restricted stock awarded in December 2020, performance rankings corresponding to the vesting percentage for each measurement date were based on our “Relative TSR Performance” as follows:

  22. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    | Relative TSR Performance(1)(2) Relative to the Bloomberg Shopping Center REIT Index(3) for the Performance Period(4) | TSR Performance Multiplier(5) | | +500 bps and above | 150% | | +400 bps | 140% | | +300 bps | 130% | | +200 bps | 120% | | +100 bps | 110% | | 0 bps | 100% | | -100 bps | 90% | | -200 bps | 80% | | -300 bps | 70% | | -400 bps | 60% | | -499 bps | 50% | | -500 bps and below | Up to 50% as determined by the Compensation Committee in its reasonable discretion based on the Compensation Committee's qualitative assessment of overall Company and Participant performance during the Performance Period |

  23. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    ______________ (1) “Relative TSR Performance” means the Company TSR less the Bloomberg Shopping Center REIT Index TSR, in each case for the applicable performance period, expressed in basis points. (2) “Company TSR” means the Company’s compounded annual total shareholder return for the applicable performance period calculated in accordance with the total shareholder return calculation methodology used in the BBRESHOP Index (and, for the avoidance of doubt, assuming the reinvestment of all dividends paid). (3) “BBRESHOP Index TSR” means the compounded annual total shareholder return for the BBRESHOP Index for the applicable performance period (assuming the reinvestment of all dividends). (4) For purposes of these performance restricted stock awards, there were three “performance periods.” By way of example, for the December 2020 awards, the “first performance period” means the period beginning on December 1, 2020 and ending on November 30, 2021. The “second performance period” means the period beginning on December 1, 2020 and ending on November 30, 2022. The “third performance period” means the period beginning on December 1, 2020 and ending on November 30, 2023. (5) “TSR Performance Multiplier” means, for each performance period, the performance multiplier determined pursuant to the chart above based on the Company’s Relative TSR Performance relative to the BBRESHOP Index for the applicable performance period. The Compensation Committee retained the discretion to adjust the TSR Performance Multiplier (either positively or negatively) to address events or circumstances that are extraordinary or unusual in nature or infrequent in occurrence or that otherwise have an unintended effect on the calculation of the TSR Performance Multiplier. In addition, as noted in the table above, in the event our relative TSR performance was less than the threshold level of performance, up to 50% of the “target” number of shares may vest based on our Compensation Committee’s qualitative assessment of individual and Company performance for the applicable performance period. This equity formula did not guarantee any minimum vesting levels, as the assessment, including the qualitative component, was entirely based on individual and Company performance. In such regard, our Compensation Committee could have awarded less than 50% of target if warranted due to underperformance. In December 2023, after review of our relative TSR performance compared to the BBRESHOP Index TSR for the three-year performance period ending November 30, 2023 under the restricted stock awards granted in 2020, and after review of our significant achievements during 2023 as described below, our Compensation Committee applied its authority to provide for 50% vesting at target levels of such awards for the performance period under each such award ending on November 30, 2023. In making its determination to approve the vesting of a portion of such awards, the Compensation Committee took into account that such awards measured relative performance against the BBRESHOP Index. For the reasons discussed above, our Compensation Committee no longer believes that the BBRESHOP Index provides an appropriate metric for measurement of our TSR performance. On November 30, 2023, the third measurement date for the performance-based restricted stock awards granted in 2020, the Company TSR was (21.30%) and the BBRESHOP Index TSR was 43.86% for the three-year performance period from December 1, 2020 to November 30, 2023. As a result, the Relative TSR Performance was -500 bps or more below the BBRESHOP Index TSR for the applicable performance period. Significant Achievements in 2023 In light of the Compensation Committee’s changed view of the relevance of the BBRESHOP Index to accurately measure our total shareholder return performance, the Compensation Committee determined to include a review of the changes in our strategy, focus and our overall performance in making its determination to use its discretion to vest a portion of these awards. Specifically, our Compensation Committee determined that (i) due to the COVID-19 pandemic, there were events or circumstances that they believed were extraordinary or unusual in nature or infrequent in occurrence and that otherwise had an unintended and unavoidable effect on the relative TSR calculations, (ii) our employee retention was more important than ever in light of the highly competitive labor market for experienced and/or specialized executive and employee talent in our target markets and (iii) the named executive officers provided meaningful contributions and leadership to us in 2023, including without limitation, as set forth in the fiscal and operational 2023 results of the Company outlined in the executive summary above as well as the significant achievements set forth below: •we achieved our highest funds from operations, or FFO, attributable to common stock and units (both on an aggregate basis and per diluted share/unit) since our IPO in 2011 of $183.4 million, or $2.40 per diluted share/unit, in 2023, a 3% increase from the year ended December 31, 2022 (A reconciliation of net income to FFO is included on page 61 of our Annual Report on Form 10-K for the year ended December 31, 2023); •our 6.6% compounded annual growth rate in our FFO per share from our IPO through December 31, 2023; •we achieved our highest total revenue since our IPO of $441.2 million in 2023, a 4% increase from the year ended December 31, 2022; •we achieved our highest net operating income, or NOI, since our IPO of $277.2 million in 2023, a 3% increase from the year ended December 31, 2022 (A reconciliation of NOI to net income is included on page 60 of our Annual Report on Form 10-K for the year ended December 31, 2023); •we achieved our highest ever average monthly base rent per square foot for both our office portfolio and retail portfolio in the fourth quarter of 2023, and highest average monthly rent per unit for our multi-family portfolio in the third quarter of 2023. •the strength of our balance sheet, including successfully closing, in January 2023, on an amended and restated term loan (increasing the fully-drawn borrowings from $150 million to $225 million and extending the maturity date from March 2023 to January 2025), and entering into a forward starting swap to fix the interest rates thereunder at 5.47% for the first year and 5.57% for the second year, subject to adjustments based on our consolidated leverage ratio; •our multifamily portfolio realizing same-store cash NOI growth of 5.5% for the year ended December 31, 2023, as compared to the year ended December 31, 2022; •our office portfolio comparable leasing spreads increasing approximately 2.4% and 10.8% on a cash basis and GAAP basis, respectively, for the year ended December 31, 2023; •our retail portfolio comparable leasing spreads increasing approximately 6.5% and 15.4% on a cash basis and GAAP basis, respectively, for the year ended December 31, 2023; •we paid out our highest total dividends per share since our IPO of $1.32 per share in 2023, an increase of 3% over our total dividend per share payout in 2022; •we successfully settled litigation relating to certain building systems at our Hassalo on Eighth in which we received a net settlement payment of approximately $6.3 million; •our maintaining our investment grade credit ratings from all three major U.S. rating agencies; •our embedded contractual growth and cash flow in our portfolio in 2023 and beyond; •as of December 31, 2023, we had liquidity of approximately $482.9 million comprised of approximately $82.9 million in cash and cash equivalents and $400 million of full availability on our revolving line of credit; and

  24. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    •our named executive officers' ongoing leadership while navigating the ongoing macroeconomic conditions and challenges impacting the United States and global economies, including, without limitation, their continued efforts to fortify our long-term liquidity and enhance leadership efforts with regard to our ESG and human capital initiatives (as described herein). In light of each of the items above and in our executive summary, among others, the Compensation Committee determined to recognize (i) the individual efforts of the named executive officers and employees in light of the foregoing achievements, (ii) our overall success in spite of the challenges that 2023 and the COVID-19 pandemic previously presented and which had a direct impact on the sole metric (relative TSR) to which the vesting of the 2020 restricted stock awards were tied and (iii) our desire to continue to promote the retention of our named executive officers and employees. As such, the Compensation Committee determined that our performance and the contributions of the named executive officers and employees in other areas and based on other achievements merited above, to exercise its authority under the terms of the awards to authorize vesting of the portion of the performance-based restricted stock awards granted in December 2020 that were scheduled to vest on November 30, 2023 at 50% of target levels, with the remaining eligible but unvested restricted stock for such tranche to be automatically forfeited by the named executive officers and employees. Summary of Vesting of Outstanding Awards. The following table lists the years in which the performance-based vesting restricted stock awards granted to our named executive officers may vest, commencing in January 2024. The shares subject to the performance-based restricted stock awards below represent the maximum number of shares subject to such awards that may vest (the table does not include shares that have vested prior to December 31, 2023), assuming the highest performance hurdles are achieved and all of the shares subject to such awards ultimately vest.

  25. ANNUAL STOCK GRANT VALUES FOR NAMED EXECUTIVE OFFICERS

    | Executive | Year | Performance Vesting Restricted Stock | | Ernest Rady | 2024 | 71,238 | | | 2025 | 41,653 | | | 2026 | — | | Robert F. Barton | 2024 | 59,408 | | | 2025 | 46,259 | | | 2026 | 27,746 | | Adam Wyll | 2024 | 57,167 | | | 2025 | 45,333 | | | 2026 | 27,746 | | Jerry Gammieri | 2024 | 23,235 | | | 2025 | 17,975 | | | 2026 | 10,570 |

  26. Accounting Standards

    Accounting Standards ASC Topic 718, Compensation-Stock Compensation (referred to as ASC Topic 718 and formerly known as FASB 123R), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of equity awards under our Amended Equity Plan will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity plans and programs. 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.

  27. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by each of our named executive officers for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021.

  28. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Cash Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Cash Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Ernest S. Rady Chairman of the Board and Chief Executive Officer | 2023 | 700,000 | 2,100,000 | 277,733 | — | — | — | 258,487 | 3,336,220 | | | 2022 | 650,000 | 1,250,000 | 2,925,552 | — | — | — | 252,622 | 5,078,174 | | | 2021 | 612,000 | 1,000,000 | 3,232,619 | — | — | — | 217,155 | 5,061,774 | | Robert F. Barton Executive Vice President and Chief Financial Officer | 2023 | 515,000 | 386,250 | 1,395,956 | — | 515,000 | — | 191,776 | 3,003,982 | | | 2022 | 475,000 | 356,250 | 1,330,737 | — | 475,000 | — | 156,392 | 2,793,379 | | | 2021 | 447,681 | 223,841 | 1,494,378 | — | 447,681 | — | 152,427 | 2,766,008 | | Adam Wyll President and Chief Operating Officer | 2023 | 500,000 | 375,000 | 1,368,168 | — | 500,000 | — | 185,571 | 2,928,739 | | | 2022 | 425,000 | 318,750 | 1,223,029 | — | 425,000 | — | 182,573 | 2,574,352 | | | 2021 | 382,500 | 162,563 | 1,261,681 | — | 325,125 | — | 131,690 | 2,263,559 | | Jerry Gammieri Senior Vice President of Construction and Development | 2023 | 325,000 | 182,813 | 534,447 | — | 243,750 | — | 112,533 | 1,398,543 | | | 2022 | 300,000 | 168,750 | 532,291 | — | 225,000 | — | 74,110 | 1,300,151 | | | 2021 | 247,860 | 61,965 | 597,751 | — | 123,930 | — | 78,720 | 1,110,226 |

  29. Summary Compensation Table

    (1)Amounts may be more or less than previously disclosed base salary rates for each named executive officer solely due to timing and number of payroll periods within respective calendar years. (2)Represents the discretionary portion of the annual cash bonuses payable to the named executive officers. (3)Amounts reflect the aggregate grant-date fair value of restricted stock awards granted to each of our named executive officers upon the date of such grants, computed in accordance with ASC Topic 718. We recognize compensation expense for these shares on a straight-line basis over the vesting period based on the fair value of the award on the date of grant. For information regarding the assumptions made in connection with the calculation of these amounts with respect to the restricted stock awards the vesting of which is time-based, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K. With respect to the restricted stock awards granted in 2021, 2022 and 2023, the quantitative performance objectives applicable to those awards are both performance-based and market-based. We use a Monte Carlo simulation model to value these performance-based restricted stock awards based upon the then-probable outcome of the qualitative and quantitative performance objectives at the time of grant. Our model estimated the fair value of the restricted stock awards granted in December 2021, December 2022 and December 2023 based on our financial data and that of the S&P 600 Real Estate Index. Based on the performance objectives and these capital markets assumptions, (A) the performance-based restricted stock awards granted in December 2023 were valued using the Monte Carlo model at an average of (i) $21.98 per share applied to the "target" share amounts for the December 2023 grants eligible to vest in November 2024, (ii) $22.66 per share applied to the "target" share amounts for the December 2023 grants eligible to vest in November 2025 and (iii) $23.32 per share applied to the "target" share amounts for the December 2023 grants eligible to vest in November 2026; (B) the performance-based restricted stock awards granted in December 2022 were valued using the Monte Carlo model at an average of (i) $27.79 per share applied to the "target" share amounts for the December 2022 grants eligible to vest in November 2023, (ii) $28.53 per share applied to the "target" share amounts for the December 2022 grants eligible to vest in November 2024 and (iii) $29.28 per share applied to the "target" share amounts for the December 2022 grants eligible to vest in November 2025; and (C) the performance-based restricted stock awards granted in December 2021 were valued using the Monte Carlo model at an average of (i) $36.41 per share applied to the "target" share amounts for the December 2021 grants eligible to vest in November 2022, (ii) $37.13 per share applied to the "target" share amounts for the December 2021 grants eligible to vest in November 2023 and (iii) $37.75 per share applied to the "target" share amounts for the December 2021 grants eligible to vest in November 2024. For 2023, amounts also include the incremental grant date fair value resulting from the vesting in December 2023 of a portion of the restricted stock awards granted to the named executive officers in 2020, computed in accordance with ASC Topic 718, as follows: Mr. Rady, $277,733; Mr. Barton, $138,877; Mr. Wyll, $111,089; and Mr.Gammieri, $55,555. For 2022, amounts also include the incremental grant date fair value resulting from the vesting in December 2022 of a portion of the restricted stock awards granted to the named executive officers in 2019 and 2020, computed in accordance with ASC Topic 718, as follows: Mr. Rady, $548,535; Mr. Barton, $274,281; Mr. Wyll, $219,398; and Mr.Gammieri, $109,712. For 2021, amounts also include the incremental grant date fair value resulting from the vesting in December 2021 of a portion of the restricted stock awards granted to the named executive officers in 2018, 2019 and 2020, computed in accordance with ASC Topic 718, as follows: Mr. Rady, $1,037,683; Mr. Barton, $518,860; Mr. Wyll, $383,701; and Mr.Gammieri, $207,544.

  30. Summary Compensation Table

    | | December 2021 Awards - Portion Eligible to Vest in November of: | | | December 2022 Awards - Portion Eligible to Vest in November of: | | | December 2023 Awards - Portion Eligible to Vest in November of: | | | | | 2022 | 2023 | 2024 | 2023 | 2024 | 2025 | 2024 | 2025 | 2026 | | Expected Term | 1 year | 2 years | 3 years | 1 year | 2 years | 3 years | 1 year | 2 years | 3 years | | Risk-Free Rate | 0.27% | 0.68% | 0.98% | 4.47% | 4.16% | 3.95% | 5.05% | 4.68% | 4.43% | | Dividend Yield | 3.35% | 3.35% | 3.35% | 4.74% | 4.74% | 4.74% | 6.15% | 6.15% | 6.15% | | Volatility | 29.04% | 40.34% | 36.27% | 30.00% | 30.13% | 38.40% | 33.44% | 32.12% | 31.75% |

  31. Summary Compensation Table

    (4)Represents the portion of the annual cash bonuses payable to the named executive officers during 2021, 2022 and 2023 based on our financial and operating performance. (5)All other compensation represents 401(k) matching contributions, dividends on restricted stock (to the extent paid to comply with federal and state tax laws governing REITs) and accrued paid time off, or PTO pay-out. PTO pay-out represents accrued PTO, in which the executive received cash from us in return for a reduction of accrued PTO. Other compensation for 2023 is as follows:

  32. Summary Compensation Table

    | Name | 401(K) Matching Contributions ($) | Dividends Paid on Restricted Stock ($) | PTO Pay-out ($) | Total All Other Compensation ($) | | Ernest S. Rady | — | 258,487 | — | 258,487 | | Robert F. Barton | 22,500 | 144,516 | 24,760 | 191,776 | | Adam Wyll | 22,500 | 134,225 | 28,846 | 185,571 | | Jerry Gammieri | 16,500 | 57,283 | 38,750 | 112,533 |

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  34. Grants of Plan-Based Awards

    | | | 2023 Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)(2) | | | 2023 Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | Grant Date Fair Value of Stock Awards (4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | Ernest S. Rady(2) | 12/7/2023 | — | — | — | — | — | — | — | | Robert F. Barton | — | — | 257,500 | 515,000 | — | — | — | — | | | 12/7/2023 | | | | — | 55,492 | 83,238 | 1,257,079 | | Adam Wyll | — | — | 250,000 | 500,000 | — | — | — | — | | | 12/7/2023 | | | | — | 55,492 | 83,238 | 1,257,079 | | Jerry Gammieri | — | — | 121,875 | 243,750 | — | — | — | — | | | 12/7/2023 | | | | — | 21,140 | 31,710 | 478,891 |

  35. Grants of Plan-Based Awards

    (1)Represents the portion of the annual cash bonuses payable to the named executive officers during 2023 based on our financial and operating performance. See the “Summary Compensation Table” under the “Cash Bonus” and “Cash Non-Equity Incentive Plan” columns for the actual 2023 cash bonuses paid to the named executive officers. (2)In 2023, Mr. Rady did not participate in the incentive bonus plan or have a target bonus percentage, and as such, his annual bonus was entirely at the discretion of the Compensation Committee. Additionally, Mr. Rady was not awarded restricted stock grants in December 2023 because of ownership limits in our charter that prevent Mr. Rady and his affiliates from beneficially or constructively owning more than 19.9% of our outstanding common stock. (3)Consists of performance-based restricted stock awards granted on December 7, 2023, which are eligible to vest in substantially equal one-third tranches on November 30, 2024, November 30, 2025 and November 30, 2026, based on performance measurements relative to applicable performance objectives during the applicable performance periods, generally subject to continued service with the Company. These shares represent the “target” and the “maximum” number of shares subject to the restricted stock awards that may become eligible for vesting based on performance relative to the applicable performance objectives during the applicable performance periods. (4)Amounts reflect the aggregate grant-date fair value of restricted stock awards granted to each of our named executive officers upon the date of such grants, computed in accordance with ASC Topic 718. We recognize compensation expense for these shares on a straight-line basis over the vesting period based on the fair value of the award on the date of grant. For information regarding the assumptions made in connection with the calculation of these amounts with respect to the restricted stock awards the vesting of which is time-based, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K. With respect to the restricted stock awards the vesting of which is performance-based, the quantitative performance objectives applicable to those awards are both performance-based and market-based. We use a Monte Carlo simulation model to value these performance-based restricted stock awards based upon the then-probable outcome of the qualitative and quantitative performance objectives at the time of grant. Our model estimates the fair value of the restricted stock awards granted in December 2023 based on our financial data and that of the S&P 600 Real Estate Index. Based on the performance objectives and these capital markets assumptions, the performance-based restricted stock awards granted in December 2023 were valued using the Monte Carlo model at an average of (i) $21.98 per share applied to the "target" share amounts for the December 2023 grants eligible to vest in November 2024, (ii) $22.66 per share applied to the “target” share amounts for the December 2023 grants eligible to vest in November 2025 and (iii) $23.32 per share applied to the “target” share amounts for the December 2023 grants eligible to vest in November 2026.

  36. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below provides information about outstanding equity awards for each of our named executive officers as of December 31, 2023.

  37. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | Name | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Ernest S. Rady | | 29,584(2) | $665,936 | | | | 83,307(3) | 1,875,241 | | | | —(4) | — | | | Total | 112,891 | 2,541,177 | | Robert F. Barton | | 13,149(2) | $295,984 | | | | 37,026(3) | 833,455 | | | | 83,238(4) | 1,873,687 | | | Total | 133,413 | 3,003,126 | | Adam Wyll | | 11,834(2) | $266,383 | | | | 35,174(3) | 791,767 | | | | 83,238(4) | 1,873,687 | | | Total | 130,246 | 2,931,837 | | Jerry Gammieri | | 5,260(2) | $118,403 | | | | 14,810(3) | 333,373 | | | | 31,710(4) | 713,792 | | | Total | 51,780 | 1,165,568 |

  38. Outstanding Equity Awards at Fiscal Year-End

    ____________ (1) Market value has been calculated as the closing market price of our common stock at December 29, 2023 the last trading day of 2023, of $22.51, multiplied by the outstanding shares of unvested restricted stock for each named executive officer. (2) Consists of performance-based restricted stock granted on December 9, 2021, which are eligible to vest in substantially equal one-third tranches on November 30, 2022, November 30, 2023 and November 30, 2024, based on performance measurements relative to applicable performance objectives during the applicable performance periods, generally subject to continued service with the Company. These shares represent the maximum number of shares subject to the restricted stock awards that may become eligible for vesting on November 30, 2024 based on performance relative to the applicable performance objectives during the applicable performance period. (3) Consists of performance-based restricted stock granted on December 7, 2022, which are eligible to vest in substantially equal one-third tranches on November 30, 2023, November 30, 2024 and November 30, 2025, based on performance measurements relative to applicable performance objectives during the applicable performance periods, generally subject to continued service with the Company. These shares represent the maximum number of shares subject to the restricted stock awards that may become eligible for vesting on November 30, 2024 and 2025 based on performance relative to the applicable performance objectives during the applicable performance period. (4) Consists of performance-based restricted stock granted on December 7, 2023, which are eligible to vest in substantially equal one-third tranches on November 30, 2024, November 30, 2025 and November 30, 2026, based on performance measurements relative to applicable performance objectives during the applicable performance periods, generally subject to continued service with the Company. These shares represent the maximum number of shares subject to the restricted stock awards that may become eligible for vesting on November 30, 2024, 2025 and 2026 based on performance relative to the applicable performance objectives during the applicable performance period.

  39. Stock Vested

    Stock Vested The table below provides information about stock awards which vested for each of our named executive officers for the fiscal year ended December 31, 2023.

  40. Stock Vested

    | | Stock Awards Vested in 2023 | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ernest S. Rady | 79,601 | 1,603,164 | | Robert F. Barton | 36,106 | 727,175 | | Adam Wyll | 32,705 | 658,679 | | Jerry Gammieri | 14,442 | 290,862 |

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below reflects the amount of compensation that each of our named executive officers would be entitled to receive upon termination of such named executive officer's employment in certain circumstances or upon a change in control without a corresponding termination of such named executive officer's employment, in each case, pursuant to such named executive officer's employment agreements, as applicable. The amounts shown assume that such termination or change in control was effective as of December 31, 2023, and are only estimates of the amounts that would be paid out to such named executive officers upon termination of their employment or a change in control. The actual amounts to be paid out can only be determined at the time of such named executive officer's separation from the Company or a change in control. As described herein, in the event of a change in control, the employment agreements with Messrs. Rady, Barton and Wyll provide for severance benefits on a “double-trigger” basis with certain severance benefits payable only upon termination of employment (which is, generally, termination without cause, resignation for good reason or non-renewal of the employment agreement by the Company), within twelve (12) months following the change in control. In the event of a termination by the Company for cause or by the named executive officers without good reason, including a change in control, such named executive officer would not be entitled to any of the amounts reflected in the table.

  42. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause, Resignation for Good Reason or Non-Renewal by Company (no Change in Control) | Termination Without Cause, Resignation for Good Reason or Non-Renewal by Company Within 12 Months of Change in Control | Death or Disability | | Ernest S. Rady | Severance Payment (1) | $2,150,000 | $4,300,000 | $— | | | Accelerated Equity Award Vesting (2) | 2,541,176 | 2,541,176 | 2,541,176 | | | Medical Benefits (3) | 26,046 | 26,046 | — | | | Total Value: | $4,717,222 | $6,867,222 | $2,541,176 | | Robert F. Barton | Severance Payment (1) | $1,974,511 | $2,632,681 | $— | | | Accelerated Equity Award Vesting (2) | 3,003,127 | 3,003,127 | 3,003,127 | | | Medical Benefits (3) | 14,656 | 14,656 | — | | | Total Value: | $4,992,294 | $5,650,464 | $3,003,127 | | Adam Wyll | Severance Payment (1) | $1,202,146 | $2,404,292 | $— | | | Accelerated Equity Award Vesting (2) | 2,931,837 | 2,931,837 | 2,931,837 | | | Medical Benefits (3) | 37,250 | 37,250 | — | | | Total Value: | $4,171,233 | $5,373,379 | $2,931,837 | | Jerry Gammieri | Severance Payment (1) | $— | $— | $— | | | Accelerated Equity Award Vesting (2) | — | — | 1,165,568 | | | Medical Benefits (3) | — | — | — | | | Total Value: | $— | $— | $1,165,568 | | Total Potential Payments Upon Termination or Change in Control | | $13,880,749 | $17,891,065 | $9,641,708 |

  43. Potential Payments Upon Termination or Change in Control

    __________ (1)Pursuant to the terms of the restated employment agreements with Messrs. Rady, Barton and Wyll above, the severance payment is an amount equal to one times (one and one-half times in the case of Mr. Barton) the sum of (i) such executive officer's annual base salary then in effect, plus (ii) an amount equal to the average of the annual bonuses awarded to such executive officer for each of the three fiscal years prior to the date of termination; provided, however, that such payment multiple shall be two times the sum of the foregoing for each of such executive officers in the event of their respective termination within twelve months of a change of control. The calculations in the table are based on each such executive officer's annual base salary on December 31, 2023 and such executive's annual bonus for the preceding three years. The severance payment will be paid in a lump sum. Mr. Gammieri is not currently entitled to a severance payment upon termination of employment. (2)For purposes of this calculation, each named executive officer's total unvested shares of restricted stock that will vest upon such event on December 31, 2023, are multiplied by the closing market price of our common stock at December 29, 2023, of $22.51. Messrs. Rady, Barton and Wyll are entitled to receive accelerated vesting of their outstanding equity awards as described in the equity award agreements and described in further detail above on page 50. Mr. Gammieri is entitled to accelerated vesting of 100% of his outstanding performance-based awards held upon death or disability (with such vesting applied to the “maximum” number of shares subject to each award), subject to the terms of his restricted stock awards. (3)This figure represents the amount needed to pay for health benefits for Messrs. Rady, Barton and Wyll and their respective eligible family members for 12 months following such executive officer's termination of employment at the same level as in effect immediately preceding his termination of employment. This amount is payable in cash in a lump sum. Mr. Gammieri is not currently entitled to Company-paid health benefits upon termination of employment, other than as required by law.

  44. Executive Deferred Compensation Plans

    | | 2023 Nonqualified Deferred Compensation Under EDP V and EDP VI | | | | | | Name | Executive Contributions in 2023 ($) (1) | Company Contributions in 2023 ($) | Aggregate Earnings/(Losses) in 2023($) (2) | Aggregate withdrawals/distributions in 2023 ($) | Aggregate Balance at 12/31/23 ($) | | Ernest S. Rady | — | — | — | — | — | | Robert F. Barton | 109,000 | — | 78,826 | — | 1,417,381 | | Adam Wyll | 16,000 | — | 2,437 | — | 45,607 | | Jerry Gammieri | — | — | — | — | — |

  45. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Ernest Rady, our Chairman and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year: ▪the median of the annual total compensation of all employees of our Company (other than Mr. Rady) was $78,728; and ▪the annual total compensation of Mr. Rady, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $3,336,220. Based on this information, for 2023, the ratio of the median of the total compensation of all employees of the Company (other than Mr. Rady) to the annual total compensation of Mr. Rady, our Chairman and Chief Executive Officer, was $3,336,220 to $78,728, or 42.4 times that of the median of the annual total compensation of all of our other employees. We identified the median employee using total annual cash compensation for 2023 as the most appropriate measure of compensation, which was consistently applied to all employees as of December 31, 2023 (and other than Mr. Rady). We determined that, as of December 31, 2023, our employee population consisted of approximately 228 individuals (as reported in Item 1, Business, in our Annual Report on Form 10-K filed with the SEC on February 14, 2024). Our employee workforce consists of full-time and part-time employees. In identifying the median employee, we annualized the compensation of all full-time employees who were new hires in 2023 and on leave of absence in 2023. We did not make any cost-of-living adjustments in identifying the “median employee.” With respect to the total annual compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2023 using the same methodology used to calculate Mr. Rady’s total annual compensation for 2023, as set forth in the Summary Compensation Table included in this Proxy Statement.

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  47. Pay Versus Performance Table

    Pay Versus Performance Table Our Chief Executive Officer is the principal executive officer (“PEO”), of the Company. The following table sets forth information concerning the compensation of our PEO and other named executive officers (“NEOs”), for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  48. Pay Versus Performance Table

    | | | | | | 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 (in '000, $) | Funds From Operations (in '000, $) 3 | Funds From Operations/ share ($) 3 | Net Operating Income (in '000, $) 4 | | 2023 | 3,336,220 | 2,399,633 | 2,443,755 | 2,161,945 | 58.01 | 88.94 | 64,690 | 183,441 | 2.40 | 277,207 | | 2022 | 5,078,174 | 3,901,391 | 2,222,627 | 1,796,637 | 64.19 | 82.81 | 55,877 | 179,215 | 2.34 | 270,215 | | 2021 | 5,061,774 | 2,725,241 | 2,046,598 | 1,204,783 | 87.17 | 117.46 | 36,593 | 152,899 | 2.00 | 246,054 | | 2020 | 4,433,798 | 1,281,379 | 1,780,674 | 711,366 | 65.04 | 90.01 | 35,588 | 143,880 | 1.89 | 223,454 |

  49. Pay Versus Performance Table

    (1)The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year and the Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2023. The following adjustments were made to the Summary Compensation Table “Total Compensation” for our PEO and our other named executive officers to derive the compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers 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:

  50. Pay Versus Performance Table

    | Year | PEO | Non-PEO Named Executive Officers | | 2023 | Ernest Rady | Robert Barton, Adam Wyll and Jerry Gammieri | | 2022 | Ernest Rady | Robert Barton, Adam Wyll and Jerry Gammieri | | 2021 | Ernest Rady | Robert Barton, Adam Wyll and Jerry Gammieri | | 2020 | Ernest Rady | Robert Barton, Adam Wyll and Jerry Gammieri |

  51. Pay Versus Performance Table

    Compensation actually paid to our PEO and the average for our non-PEO named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  52. Pay Versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(2,845,667) | $(1,034,350) | $(3,232,619) | $(1,117,937) | $(2,925,552) | $(1,028,686) | $(277,733) | $(1,099,524) | | 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 (a) | 2,150,847 | 788,645 | 2,303,804 | 785,002 | 2,347,285 | 817,236 | — | 1,041,423 | | 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 (b) | (916,938) | (323,846) | (726,799) | (266,499) | (453,783) | (168,387) | 262,057 | 91,906 | | 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 (c) | (455,118) | (138,002) | 274,592 | 98,085 | 123,565 | 52,222 | (690,100) | (232,670) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | (1,085,544) | (361,754) | (955,511) | (340,466) | (268,297) | (98,376) | (230,811) | (82,946) | | Total Adjustments | $(3,152,420) | $(1,069,307) | $(2,336,533) | $(841,815) | $(1,176,782) | $(425,991) | $(936,587) | $(281,811) |

  53. Pay Versus Performance Table

    (a) The table below includes the Monte Carlo assumptions used to determine the fair value of the grants awarded during each applicable fiscal year and that remain unvested as of applicable fiscal year.

  54. Pay Versus Performance Table

    | | 2020 Awards - valuation assumptions as of December 31, 2020: | | | 2021 Awards - valuation assumptions as of December 31, 2021: | | | 2022 Awards - valuation assumptions as of December 31, 2022: | | | 2023 Awards - valuation assumptions as of December 31, 2023: | | | | | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 1 | Tranche 2 | Tranche 3 | | Expected Term | 1 year | 2 years | 3 years | 1 year | 2 years | 3 years | 1 year | 2 years | 3 years | 1 year | 2 years | 3 years | | Risk-Free Rate | 0.09% | 0.10% | 0.18% | 0.37% | 0.72% | 0.97% | 4.75% | 4.47% | 4.28% | 4.82% | 4.40% | 4.15% | | Dividend Yield | 3.46% | 3.46% | 3.46% | 3.20% | 3.20% | 3.20% | 4.83% | 4.83% | 4.83% | 5.86% | 5.86% | 5.86% | | Volatility | 53.87% | 44.89% | 41.35% | 29.30% | 40.83% | 36.70% | 29.15% | 29.29% | 37.68% | 33.68% | 32.19% | 31.73% |

  55. Pay Versus Performance Table

    (b) The table below includes the Monte Carlo assumptions used to determine the change in fair value of awards that remained outstanding and unvested as of each applicable fiscal year end in the table above to the prior fiscal year end.

  56. Pay Versus Performance Table

    | | 2018 Award | 2019 Award | 2019 Award | 2019 Award | 2020 Award | 2020 Award | 2020 Award | 2021 Award | 2021 Award | 2021 Award | 2022 Award | 2022 Award | | | Tranche 3 | Tranche 2 | Tranche 3 | Tranche 3 | Tranche 2 | Tranche 3 | Tranche 3 | Tranche 2 | Tranche 3 | Tranche 3 | Tranche 2 | Tranche 3 | | | Valuation assumptions based on prior fiscal year end | | | | | | | | | | | | | | December 31, 2019 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | | Expected Term | 2 years | 2 years | 3 years | 2 years | 2 years | 3 years | 2 years | 2 years | 3 years | 2 years | 2 years | 3 years | | Risk-Free Rate | 1.62% | 1.62% | 1.64% | 0.10% | 0.10% | 0.18% | 0.72% | 0.72% | 0.97% | 4.47% | 4.47% | 4.28% | | Dividend Yield | 2.61% | 2.61% | 2.61% | 3.46% | 3.46% | 3.46% | 3.20% | 3.20% | 3.20% | 4.83% | 4.83% | 4.83% | | Volatility | 17.14% | 17.14% | 16.76% | 44.89% | 44.89% | 41.35% | 40.83% | 40.83% | 36.70% | 29.29% | 29.29% | 37.68% | | | Valuation assumptions based on applicable fiscal year end | | | | | | | | | | | | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2023 | | | | Expected Term | 2 years | 2 years | 3 years | 2 years | 2 years | 3 years | 2 years | 2 years | 3 years | 2 years | 2 years | 3 years | | Risk-Free Rate | 0.10% | 0.10% | 0.18% | 0.72% | 0.72% | 0.97% | 4.47% | 4.47% | 4.28% | 4.40% | 4.40% | 4.15% | | Dividend Yield | 3.46% | 3.46% | 3.46% | 3.20% | 3.20% | 3.20% | 4.83% | 4.83% | 4.83% | 5.86% | 5.86% | 5.86% | | Volatility | 44.89% | 44.89% | 41.35% | 40.83% | 40.83% | 36.70% | 29.29% | 29.29% | 37.68% | 32.19% | 32.19% | 31.73% |

  57. Pay Versus Performance Table

    (c) The table below includes the Monte Carlo assumptions used to determine the change in the fair value of awards that vested during each applicable fiscal year end in the table above from the prior fiscal year end. Fair value on the vesting date is based on the closing stock price on the measurement.

  58. Pay Versus Performance Table

    | | 2017 Award | 2018 Award | 2019 Award | 2018 Award | 2019 Award | 2020 Award | 2019 Award | 2020 Award | 2021 Award | 2020 Award | 2021 Award | 2022 Award | | | Tranche 3 | Tranche 2 | Tranche 1 | Tranche 3 | Tranche 2 | Tranche 1 | Tranche 3 | Tranche 2 | Tranche 1 | Tranche 3 | Tranche 2 | Tranche 1 | | | Valuation assumptions based on prior fiscal year end | | | | | | | | | | | | | | December 31, 2019 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | | Expected Term | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | | Risk-Free Rate | 1.70% | 1.70% | 1.70% | 0.09% | 0.09% | 0.09% | 0.37% | 0.37% | 0.37% | 4.75% | 4.75% | 4.75% | | Dividend Yield | 2.61% | 2.61% | 2.61% | 3.46% | 3.46% | 3.46% | 3.20% | 3.20% | 3.20% | 4.83% | 4.83% | 4.83% | | Volatility | 16.01% | 16.01% | 16.01% | 53.87% | 53.87% | 53.87% | 29.30% | 29.30% | 29.30% | 29.15% | 29.15% | 29.15% |

  59. Pay Versus Performance Table

    (2)Represents the cumulative TSR (the “Peer Group TSR”) of the S&P 600 Real Estate Index. (3)Although we use numerous financial and non-financial performance measures for the purpose of evaluating company performance for our executive compensation program, we have determined that FFO and FFO/share are the financial performance measures that in our assessment, represent the most important financial performance measures (that is not otherwise required to be disclosed in the table) used to link company performance and executive compensation for the most recently completed fiscal year. FFO, a non-GAAP measure, is therefore our Company Selected Measures. We calculate FFO in accordance with the standards established by NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, impairment losses, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. (A reconciliation of net income to FFO is included on page 61 of our Annual Report on Form 10-K for the year ended December 31, 2023.) (4)While FFO and FFO/ share are our Company Selected Measures, as described in footnote (3) above, we have elected to present NOI as a supplemental measure in the table above, as NOI is also an important financial performance measure used by our Compensation Committee to link company performance and executive compensation for the most recently completed fiscal year. NOI is a non-GAAP measure. We define NOI as operating revenues (rental income, tenant reimbursements, lease termination fees, ground lease rental income and other property income) less property and related expenses (property expenses, ground lease expenses, property marketing costs, real estate taxes and insurance). NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expense, other non-property income and losses, gains and losses from property dispositions, extraordinary items, tenant improvements and leasing commissions. (A reconciliation of NOI to net income is included on page 60 of our Annual Report on Form 10-K for the year ended December 31, 2023.

  60. Pay Versus Performance Tabular List

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

  61. Pay Versus Performance Tabular List

    | Important Financial Performance Measures | | Funds from Operations | | Funds from Operations per Share | | Net Operating Income |

  62. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see the sections titled “Executive Summary for 2023” and “Elements of Executive Officer Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement.