| | Our commitment to the health and well-being of our employees is a crucial component of our culture. We provide a wide-range of employee benefits including comprehensive medical, prescription, dental and vision insurance coverage (the majority of which is paid for by the Company), paid maternity, paternity and adoption leave, matching 401(k) contributions, free life insurance, disability benefits and spousal death benefits, education assistance reimbursements, and flex time. We also encourage healthy lifestyles, through initiatives such as our partnership with Headspace, an online application that enables guided mindfulness and meditation, gym membership discounts, and health-oriented employee competitions, like our “Summer Step Challenge” where all employees are offered a free fitness tracker.Our commitment to these pillars of our human capital strategy has guided our response to the extraordinary challenges presented by the COVID-19 pandemic. The health of our employees has been a priority and, prior to governmental orders to do so, we closed all of our physical offices and invested significant resources to ensure all employees were safe, functional, and efficient while working at home. We supplemented our health and well-being programs with counseling sessions and provided additional resources for parents navigating schooling challenges. For any employees directly impacted by COVID-19, we have ensured the availability of appropriate time off, coverage for their work responsibilities, and additional support as needed. We have also focused on engagement and connectivity by, among other things, significantly increasing the frequency of our all-employee calls and hosting virtual happy hours and book club meetings. We have continued to encourage growth through virtual training programs and technology-driven productivity and personal development aids. We did not engage in layoffs, furloughs or pay reductions in response to the pandemic.
Diversity and Inclusion
We advocate for diversity and inclusion in every part of our organization and strive to create equal opportunities for all current and future employees. We believe a culture based on diversity and inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives. Every year each employee signs a pledge to commit to helping us create and maintain an inclusive culture free from harassment based on race, sexual orientation, gender, and other protected classes.
In 2020, we formed a Diversity & Inclusion Leadership Council, which reports directly to our CEO and assists us in maintaining best practices and behaviors to promote diversity and enhance inclusion. We regularly feature diversity and inclusion themes in our trainings and community events, such as our Big Brain Days and Board of Directors lunch series. In addition, to improve our recruitment of diverse talent, we have partnered with Jopwell, a community and job board for diverse professionals. Also, effective in 2021, we have declared Juneteenth as a Brixmor holiday as we believe this date should be recognized and observed across the country.
|  |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 15
At the end of 2020, approximately 53% of our employees were female, exceeding the industry benchmark of 48%. We have several women in key leadership positions, including our Executive Vice President, Chief Financial Officer and Treasurer, our Executive Vice President, Chief Talent Officer, and multiple Senior Vice Presidents, among others. We assess gender pay equity annually and have no gender pay gap at these levels for total compensation and for all other levels at Brixmor, the adjusted gender pay ratio for total compensation is less than the U.S. gender pay gap. |  |
Additional detailed information regarding diversity and inclusion at our Company can be found in our Corporate Responsibility Report at https://www.brixmor.com/why-brixmor/careers/social/brixmor-culture/diversity-inclusion.
CORPORATE GOVERNANCE
Our Board is committed to strong corporate governance practices and to conducting business according to the highest ethical standards. We believe we have structured our corporate governance in a manner that closely aligns our interests with thosecrucial component of our stockholders. Our focus on ethical behaviorculture. We provide a wide-range of employee benefits including comprehensive medical, prescription, dental and strong governance practices has been notedvision insurance coverage (the majority of which is paid for by the industry.Company); paid parental leave; matching 401(k) contributions; life insurance, disability benefits, and spousal death benefits; and a variety of time off benefits. We have been recognized consistently for our outstanding corporate governance by Green Streetalso encourage healthy lifestyles through initiatives such as: annual wellness spending accounts; free access to online wellness applications; live wellness events; health-oriented employee competitions; free access to licensed counselors, financial advisors, legal specialists, and Institutional Shareholders Services (ISS), receiving the highest possible corporate governance score from ISS –other professionals; and hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a 1/10, which represents the lowest level of governance risk. In addition, Institutional Investor magazine ranked the Company second among mid-cap REITs for the best financially material ESG disclosures and communication of strategy and risk management during COVID-19.healthy work-life balance. |  |
We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve. We believe a culture based on inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives. To celebrate and promote an inclusive work environment, we hold a variety of events to recognize the backgrounds and unique perspectives of our employees. Cultural tradition exchanges, round table events, and trainings allow employees to share meaningful aspects of their heritage and provide a forum for other employees to broaden their understanding of those around them. In addition, we assess fair pay periodically as it relates to race, ethnicity, and gender based on a role / similar-role basis and on average, in 2023, there was no such pay gap across the Company. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 17 | |
Our Board is committed to strong corporate governance practices and to conducting business according to the highest ethical standards. We believe we have structured our corporate governance in a manner that closely aligns our interests with those of our stakeholders. We have been recognized consistently for our outstanding corporate governance by Green Street, ranking third in the REIT sector for corporate governance, and ISS, receiving and maintaining the highest score of 1 in ISS’s Governance QualityScore category continuously in 2023. Our focus on strong corporate governance is supported by transparency,expands to our commitment to transparent, high-quality disclosure and ongoingconsistent investor engagement. We value the outlook and opinions offered by our investors and believe that ongoing dialogue is an important component of our governance practices. Through a strategic, proactive outreach program, we have meaningful discussions with our investors regarding our operational strategy and performance,discuss business and industry trends and market conditions, our operational strategy and performance, our CR initiatives, and our corporate responsibility initiatives and governance practices, while also soliciting their feedback.practices. We share the feedback we receive with our Board of Directors, providing them with valuable insight into shareholderstakeholder views about Brixmor. BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 16
We took important steps during 2020 to enhance our financial and operational disclosures in an effort to provide better transparency on the impact of COVID-19 on our business. We provided further detailed disclosure related to the composition of our portfolio and tenancy, the amount of our annualized base rent that was not operating due primarily to government mandated closure orders, rent collection levels by merchandise category, and significant detail related to the complex accounting ramifications of the pandemic.
In general, we engage with our investors through a mix of in-person and telephonic meetings, industry and broker sponsored conferences, non-deal roadshows and property tours. In 2020,2023, we had approximately 600over 500 equity and fixed income investor touchpoints and engagedconnected with the majority of our actively managed investors. DueWe supplement traditional outreach methods with videos and social media, providing additional avenues to the COVID-19 pandemic, most of the interactions during 2020 were virtual. BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 17
showcase our ongoing portfolio transformation. > |
BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 18 | |
| | | | | PROPOSAL NO. 1 – ELECTION OF DIRECTORS | |
Upon the recommendation of the Nominating and Corporate Governance Committee, nine
Nine nominees will be proposed for election as directors at the Annual Meeting to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify. Our nominees were selected by the Board, based on the recommendation of the Nominating and Corporate Governance Committee. All nine nominees currently serve on our Board of Directors.Board. All of the nominees are willing to serve as directors but if any of them should decline or be unable to act as a director then the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of sucha substitute nominee selected by our Board, of Directors, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve.
CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES 89%
Independent
directors
| 1/3
Female
directors
| 59
Average
director age
| 6
Average
director tenure
(in years)
|
In addition, one of our directors is African American.
| | 8/9 | | | 3/9 | | | 2/9 | | | 61 | | | 7 | | | | Independent
directors | | | Female
directors | | | Racially and
ethnically
diverse | | | Average
director age | | | Average
director tenure
(in years) | |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 20212024 We believe that each of our director nominees possesses the professional and personal qualifications necessary for effective service as a director and, that together, our directors have a complementary balance of knowledge, experience, and capabilities that will best serve the Company and its stakeholders. We also believe that each nominee has a reputation for integrity, adherence to the highest ethical standards, sound business judgment, and willingness to represent the long-term interests of our stakeholders. The following information describes the offices held, other business directorships and the term of service of each director nominee. Beneficial ownership of equity securitieschart provides a summary of the director nominees is shown under “Ownership of Securities” below. nominees’ skills and core competencies. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 19 | |
| | | | | | James M.
Taylor Jr. | | | Sheryl M.
Crosland | | | Michael
Berman | | | Julie
Bowerman | | | Thomas W.
Dickson | | | Daniel B.
Hurwitz | | | Sandra A.J.
Lawrence | | | William D.
Rahm | | | JP Suarez | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Executive Officer | | | ✔ | | | — | | | — | | | — | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | | | | Other Current or Past Public Company Board | | | — | | | — | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | Non-Profit Executive or Board Member | | | ✔ | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Financial Officer | | | ✔ | | | — | | | ✔ | | | — | | | — | | | — | | | ✔ | | | — | | | — | | | | | | Investment / Financial | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | Private Equity | | | — | | | — | | | — | | | ✔ | | | — | | | ✔ | | | — | | | ✔ | | | — | | | | | | | | | | | | Other Professional Expertise | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Real Estate | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | Construction / Redevelopment | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | | | | Retail / Omnichannel Retail | | | — | | | — | | | — | | | ✔ | | | ✔ | | | ✔ | | | — | | | — | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Data, Predictive, or Advanced Analytics | | | — | | | — | | | — | | | ✔ | | | ✔ | | | — | | | ✔ | | | — | | | ✔ | | | | | | Consumer / Marketing | | | — | | | — | | | — | | | ✔ | | | ✔ | | | — | | | ✔ | | | — | | | ✔ | | | | | | Human Capital and Diversity and Inclusion | | | ✔ | | | — | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | | | | Operations | | | ✔ | | | — | | | — | | | — | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | | | | Legal | | | ✔ | | | — | | | ✔ | | | — | | | — | | | — | | | — | | | ✔ | | | ✔ | | | | | | Corporate Responsibility and ESG | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | | | | Risk Management | | | ✔ | | | — | | | ✔ | | | — | | | ✔ | | | ✔ | | | ✔ | | | — | | | ✔ | | | | | | Cybersecurity / Data Protection | | | — | | | — | | | ✔ | | | — | | | — | | | — | | | ✔ | | | — | | | ✔ | | | | | | | | | | | | Diversity and Other Information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gender Diversity | | | — | | | ✔ | | | — | | | ✔ | | | — | | | — | | | ✔ | | | — | | | — | | | | | | Racial and Ethnic Diversity | | | — | | | — | | | — | | | — | | | — | | | — | | | ✔ | | | — | | | ✔ | | | | | | Number of Other Public Company Boards | | | — | | | — | | | 2 | | | — | | | — | | | — | | | 3 | | | — | | | — | | | | | | Number of Other Public Company Board Committee Chairs | | | — | | | — | | | 2 | | | — | | | — | | | — | | | 1 | | | — | | | — | | |
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 20 | |
The biographical description below for each nominee includes the specific experience, qualifications, attributes, and skills that led to the conclusion by the Board that such personeach director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR”THE ELECTION OF EACH OF THE | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 21 | |
BRIXMOR PROPERTY GROUP |2021 PROXY STATEMENT |PAGE 18
 | | Director sinceSince 2016 | | | | |
| | •
Mr. Taylor has served as our Chief Executive Officer and President since May 2016 and as a director since June 2016. Mr. Taylor has more than 20 years of experience in the commercial real estate industry. From President from May 2016 through September 2023 and from January 2024 to present •
Federal Realty Investment Trust 2012 until joining Brixmor, he was to 2016: Executive Vice President – Chief Financial Officer and Treasurer for Federal Realty Investment Trust, a real estate investment trust, and a member of Federal Realty’sthe executive and investment committees. At Federal Realty, he was also responsible for sourcing and evaluating business development opportunities for its east coast portfolio, as well as for operational oversight of its southeast portfolio. From committees •
Eastdil Secured / Wells Fargo 1998 to 2012, Mr. Taylor was a 2012: Senior Managing Director and the head of real estate investment banking at Eastdil Secured / Wells Fargo where he successfully completed over $100 billion of public debt | | | Other Leadership and equity offerings, M&A transactions, asset and portfolio sales, private equity placements, mortgage financings and bank loans for his real estate clients. Prior to joining Eastdil Secured, Mr. Taylor practiced corporate and securities law at the law firm Hunton & Williams, with a focus on equity REITs, and also worked as a senior accountant for the accounting firm Price Waterhouse in Washington, D.C. Mr. Taylor is a trustee and aExperience •
ICSC Chairman, 2024 •
Nareit Executive Board member of the executive board of the International Council of Shopping Centers and serves on the executive board for the National Association of Real Estate Investment Trusts (“NAREIT”). He is also a member of the •
Urban Land Institute (ULI). He received a member Education and Qualifications •
B.S. and J.D. from the, The University of Virginia. Virginia | | | | | | | | In determining that he should serve as a director, our Board considered Mr. Taylor’s extensive experience overof more than 2025 years in the commercial real estate industry and his knowledge of our business and portfolio as our Chief Executive Officer.
| |
John G. Schreiber
| | | | Director Since 2016 Board Chair | | | •
Audit | |
| | •
JP Morgan Investment Management Global Real Assets Group 1998 to 2014: Managing Director and Chairman since 2013Committee membership:
Retail Sector Head 1984 to 1998: Various positions Education and Qualifications Master of Science in Industrial Management, Georgia Institute of Technology •Nominating & Corporate Governance
B.S., Furman University •
Certified public accountant | Mr. Schreiber has served as a Director since 2013. Mr. Schreiber is the President of Centaur Capital Partners, Inc. In December 2015, he retired as a Partner | | Other Leadership and Co-Founder of Blackstone Real Estate Advisors (“BREA”). As Co-Chairman of the BREAExperience •
Donahue Schriber Realty board member •
Edens Investment Committee, Mr. Schreiber oversaw all Blackstone real estate investments since its founding in 1992. Prior thereto, Mr. Schreiber served as Chairman and Chief Executive Officer of JMB Urban Development Co. and Executive Vice President of JMB Realty Corp. Mr. Schreiber currently serves on the Board of Directors of JMB Realty Corp. and Hilton Worldwide Inc., where he serves on the Compensation Committee. Mr. Schreiber is a Director/Trustee of a number of mutual funds managed by T. Rowe Price Associates and a Trustee of Loyola University. He is a past BoardTrust board member of Invitation Homes, GGP Inc., Hudson Pacific Properties, Inc., Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company, AMLI Residential Properties Trust, Inc. and Blackstone Mortgage Trust, Inc. Mr. Schreiber graduated from Loyola University of Chicago and received an M.B.A. from Harvard Business School. | | | | | | | | In determining that heshe should serve as a director, our Board considered Mr. Schreiber’sMs. Crosland’s extensive experience with, and strong record of success in investing in, real estate-related assets, as well as his significant experience in serving as a director of various other companies, includingthe real estate companies.industry, in particular her familiarity with real estate investment, ownership, and operational experience.
| |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 19
 | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 22 | |
| | | | | | | | Committee membership:Memberships •
•
Nominating and Corporate Governance | Mr. Berman has served as a Director since 2013. From December |
| | •
GGP Inc. 2011 until January 2018, Mr. Berman served as to 2018: Chief Financial Officer of GGP, Inc. (“GGP”) and oversaw its finance, accounting, capital markets, treasury, investor relations and corporate communications functions. From September Executive Vice President •
Equity LifeStyle Properties (formerly Manufactured Home Communities) 2003 until he joined GGP in 2011, Mr. Berman served as to 2011: Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties (formerly Manufactured Home Communities). During 2003, Mr. Berman was an associate professor at the •
New York University Real Estate Institute. From 1997 to 2002 Mr. Berman served as a managing director in the investment banking department at Merrill Lynch & Co. Mr. Berman currently serves on the boards of Skyline Champion Corp., where he serves on the GovernanceInstitute 2003: Associate Professor Education and Nominating Committee and as the Chairman of the Audit Committee, and Mack-Cali Realty Corporation, where he serves on both the Audit and Compensation Committees. Mr. Berman holds an Qualifications •
M.B.A. from, Columbia University Graduate School of Business a •
J.D. from, Boston University School of Law •
B.A., Binghamton University | | | Other Current Public Company Boards •
Captivision Inc. – Chair of the Audit Committee and a bachelor’s degree from Binghamton University in New York. member of the Nominating and Corporate Governance Committee •
Skyline Champion Corp. – Chair of the Audit Committee and member of the Governance and Nominating Committee Other Prior Public Company Boards •
Jaguar Global Growth Corporation I •
Mack-Cali Realty Corporation | | | | | | | | In determining that he should serve as a director, our Board considered his over 35 years of combined experience in the real estate and financial industries, including the retail property sector in particular, and his familiarity with financial reporting and accounting matters.
| |
| | | | | | | Committee membership:Membership •
Nominating & CorporateCorporate Governance (Chair) | Ms. Bowerman has served |
| | •
Kellanova (formerly known as a Director since February 2019. Ms. Bowerman is currently the Kellogg Company) 2023 to present: Chief Marketing Officer •
Kellogg Company 2021 to 2023: Chief Marketing and Ecommerce Officer 2019 to 2021: Chief Global Digital Consumer and Customer Experience Officer of Kellogg Company, a food manufacturing company. Prior •
Hain Celestial Group, Inc. 2017 to joining Kellogg in 2019, Ms. Bowerman served as the 2019: Senior Vice President, Digital Engagement and eCommerce at The Hain Celestial Group, Inc., a leading organic and natural products company with operations in North America, Europe, Asia and the Middle East. Prior to joining The Hain Celestial Group, Inc. in 2017, she spent over 20 years at •
The Coca-Cola Company serving in various roles, including, most recently as 2015 to 2017: Global Vice President, eCommerce, Shopper Marketing and Digital from 2015 2013 to 2017, and as the 2015: Vice President and General Manager, eCommerce, North America from 2013-2015. Ms. Bowerman attained a BA, 1994 to 2013: Various positions | | | Education and Qualifications •
M.A., Advertising, Michigan State University •
B.A., Communications, from the University of Dayton and a Masters in Advertising from Michigan State University. | | | | | | | | In determining that she should serve as a director, our Board considered Ms. Bowerman’s extensive experience in physical and digital commerce, marketing, omni channel sales, and consumer products businesses.
| |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 20
Sheryl M. Crosland
Age 68
Director since 2016
Committee membership:
• Audit
| Ms. Crosland has served as a Director since December 2016. Ms. Crosland most recently served as Managing Director and Retail Sector Head at JP Morgan Investment Management’s Global Real Assets Group from 1998 until 2014. She spent over 30 years with JP Morgan in various positions in real estate investment management and served on the Board of Directors of Donahue Schriber Realty Group and Edens Investment Trust. Ms. Crosland attained a B.S. from Furman University and a Master of Science in Industrial Management from Georgia Institute of Technology and is a certified public accountant. In determining that she should serve as a director, our Board considered Ms. Crosland’s extensive experience in the real estate industry, in particular her familiarity with real estate investment, ownership and operational experience.BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 23 | |
 | | | | | | | Committee membership:Membership •
| Mr. Dickson has served as a Director since 2015. Mr. Dickson most recently served as Chief Executive Officer of |
| | •
Harris Teeter Supermarkets Inc. (“Harris Teeter”), a leading regional supermarket chain of more than 200 supermarkets, primarily in the Southeastern 2006 to 2014: Chief Executive Officer and Mid-Atlantic United States, from February 1997 until Harris Teeter’s sale to The Kroger Co. in January 2014, and also served as Chairman of the Board of Harris Teeter from March 2006 until January 2014. Prior 1997 to becoming 2006: Chief Executive Officer Mr. Dickson served as President of Harris Teeter from February 1997 through March 2012 and as 1996 to 1997: Executive Vice President of Harris Teeter from February 1996 to February 1997. From February 1994 to February 1996, Mr. Dickson served as 1996: President, of American & Efird, Inc., Harris Teeter’s former A&E subsidiary, and from February 1991 to February 1994 he served as Executive Vice President of American & Efird, Inc. He served as Chairman(Harris Teeter’s former A&E subsidiary) 1991 to 1994: Executive Vice President, American & Efird, Inc. Education and Qualifications •
B.A. and M.B.A., The University of the Board of Virginia | | | Other Prior Public Company Boards •
Conagra Brands, Inc. •
Dollar Tree, Inc. •
The Pantry, Inc. from April 2014 until its sale in March 2015. Mr. Dickson currently serves on the Board of Directors of Dollar Tree, Inc., where he serves on the Compensation Committee. He previously served on the Board of Directors of Conagra Brands, Inc. Mr. Dickson attained a B.A. and M.B.A. from the University of Virginia. | | | | | | | | In determining that he should serve as a director, our Board considered Mr. Dickson’s extensive operational experience and expertise in the supermarket grocery business, his broad real estate knowledge, and his substantial public company Board experience.
| |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 21
 | | | | | | | Committee membership:Membership •
| Mr. Hurwitz has served as a Director since 2016. Mr. Hurwitz is the |
| | •
Raider Hill Advisors, LLC 2015 to present: Founder and Chief Executive Officer of Raider Hill Advisors, LLC, a private real estate investment and retail advisory firm located in New York City. From February 2016 through May 2016, he served as the •
Brixmor Property Group 2016: Interim Chief Executive Officer and President of Brixmor Property Group. Prior •
DDR Corp. 2010 to founding Raider Hill Advisors, LLC, Mr. Hurwitz served as 2014: Chief Executive Officer 1999 to 2010: Various other executive positions Education and Qualifications •
Wharton School of Business Management Program, University of Pennsylvania •
B.A., Colgate University | | | Other Prior Public Company Boards •
Boscov’s Department Stores, Inc. •
CubeSmart •
DDR Corp. (“DDR”), a NYSE listed real estate investment trust, from January 2010 until December 2014, •
GGP Inc. •
Sonae Sierra Brasil, SA •
WeWork Inc. Other Leadership and prior thereto since 1999 held numerous executive positions at DDR. Mr. Hurwitz formerly served asExperience •
Former ICSC Chairman of the •
Former Nareit Executive Board, of Trustees Executive Committee of the International Council of Shopping Centers. He previously served as a member of the NAREIT ExecutiveAdvisory Board of Governors, and Governance Committee and was on the Board of Directors of GGP Inc., DDR Corp., CubeSmart, Sonae Sierra Brasil, SA and Boscov’s Department Store, Inc. Mr. Hurwitz is a graduate of Colgate University and currently serves as Chairman of the Colgate University Board of Trustees. Council member | | | | | | | | In determining that he should serve as a director, our Board considered Mr. Hurwitz’s extensive management experience as chief executive officer of another publicly-traded real estate investment trustREIT and interim Chief Executive Officer of the Company, his extensive experience with shopping centers, and his extensive experience as a director of other public real estate companies.
| |
 | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 24 | |
| | | | | Age 66 Director Since 2021 | | | •
Audit (Chair) | |
| | •
The Children’s Mercy Hospital and Clinics 2016 to 2019: Executive Vice President and Chief Administrative Officer 2005 to 2016: Chief Financial Officer Education and Qualifications •
M.B.A., Harvard Business School •
M.Arch., Massachusetts Institute of Technology •
B.A., Psychology, Vassar College | | | Other Current Public Company Boards •
Evergy, Inc. – Chair of the Compensation and Leadership Development Committee and member of Nominating, Governance, and Sustainability Committee •
Sera Prognostics, Inc. – Audit Committee •
Delaware Funds by Macquarie Mutual Funds Trust – member of Audit Committee and Investment Committee Other Prior Public Company Boards •
American Shared Hospital Services | | | | | | | | In determining that she should serve as a director, our Board considered Ms. Lawrence’s extensive leadership experience, financial and corporate governance expertise, and her public company board experience, as well as her senior role in a diverse range of organizations.
| |
| | | | | Presiding Independent | | | Committee membership:Memberships •
•
Nominating & Corporate Governance | Mr. Rahm has served as a Director since 2013. Mr. Rahm is a |
| | •
Centerbridge Partners, L.P. 2006 to present: Senior Managing Director of Centerbridge Partners, L.P., which he joined at its inception in 2006. He currently leads the firm’s real estate investment activities. Prior to joining Centerbridge, Mr. Rahm was aand member of Blackstone’s real estate private equity group, where he completed investments in lodging businessesManagement and real estate assets. Mr. Rahm graduated cum laude from Yale College. He received his Investment Committees •
The Blackstone Group L.P. 2000 to 2006: Real Estate Private Equity Group Education and Qualifications •
M.B.A., Harvard Business School •
J.D. cum laude from, Harvard Law School and his M.B.A. with distinction from Harvard Business School. Mr. Rahm currently serves on the •
B.A., Yale College | | | Other Prior Public Company Boards of Directors of Merit Hill Holdings REIT LLC, Great Wolf Resorts, •
Extended Stay America, Inc. and •
Radius Global Infrastructure, Inc., where he also serves on the Compensation Committee. Mr. Rahm previously served on the Board of Directors of Extended Stay America, Inc. and Carefree Communities, Inc. | | | | | | | | In determining that he should serve as a director, our Board considered Mr. Rahm’s extensive experience in real estate and investments and his significant understanding of issues and risks that affect the Company.
| |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 22
 Gabrielle Sulzberger
| BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 25 | |
| | | | | Director since 2015Since 2023 | | | Committee membership:Memberships •
Audit • Nominating & Corporate Governance committee (Chair)
| Ms. Sulzberger has served |
| | •
Walmart International 2018 to 2023: Executive Vice President, Regional Chief Executive Officer and Chief Administration Officer and member of Executive Committee •
Walmart Inc. 2015 to 2018: Executive Vice President and President of the Realty Division 2004 to 2015: In various positions of increasing responsibility •
U.S. Environmental Protection Agency 2002 to 2004: Assistant Administrator, Office of Enforcement and Compliance Assurance Education and Qualifications •
J.D., University of Pennsylvania Law School •
B.A., Tufts University | | | Other Prior Public Company Boards •
Massmart, Inc. | | | | | | | | Mr. Suarez is standing for re-election by stockholders for the first time at the Annual Meeting. Mr. Suarez was originally identified as a Director since 2015. Ms. Sulzberger is a strategic advisor to Two Sigma Impact (“Two Sigma”), a New York-based private equity firm. Prior to joining Two Sigma, from 2005 to 2018, Ms. Sulzberger was a General Partner and co-founderpotential director by certain of Rustic Canyon/Fontis Partners, L.P. (“RC/Fontis”), a private equity fund focused on socially responsible investing. During her tenure at RC/Fontis, from October 2011 to February 2013, she served as interim CEO of Johnson Products Company, a portfolio company of RC/Fontis that manufactures hair care products. Previously, from 2002 through 2005, Ms. Sulzberger was Chief Financial Officer of the Villanueva Companies, a private holding company with diverse investment interests. She currently serves on theour Board of Directors of Mastercard Incorporated, where she serves as member of both the Audit and Nominating and Governance Committees, Cerevel Therapeutics Holdings Inc., where she serves as the chair of the Audit Committee, and Eli Lilly and Company, where she serves on the Audit Committee and Ethics and Compliance Committee. She has previously served on the Board of Directors of Whole Foods Market, Inc., Stage Stores, Inc., Bright Horizons Family Solutions, and Teva Pharmaceutical Industries. Ms. Sulzberger received a J.D. from Harvard Law School, an M.B.A. from Harvard Business School and a B.A. from Princeton University.members. In determining that shehe should serve as a director, our Board considered Ms. Sulzberger’sMr. Suarez’s established leadership abilities, significant retail, real estate and legal expertise, and his breadth of experience asin strategy, talent development and performance management across a general partner, manager and advisor to diversified private equity funds, executive positions of several consumer product companies and her audit committee chairman experience at large, public companies, including in theglobal retail sector.organization.
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BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 23
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 26 | |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include: •
Our Board is not classified and each of our directors is subject to re-election annually, and we will not classify our Board in the future without the approval of our stockholders; •
Our directors may be removed by thea vote of a majority of the votes entitled to be cast and our Board may not increase the vote required to remove a director without stockholder approval; •
We have fully independent Audit, Compensation and Nominating and Corporate Governance Committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors; Our Board has an independent Chairman and a Presiding Independent Director;
All members of our Audit Committee are “financial experts” as defined by applicable SEC regulations;
Each senior officer (our Chief Executive Officer, Chief Financial Officer and each Executive Vice President) is expected to own common stock or common stock equivalents equal in market value to at least three to six times his or her annual base salary, depending on his or her position;
Our employees (including our executive officers) and members of our Board are prohibited from engaging in any hedging transactions with respect to equity securitiesopted out of the Company held by them, which includes buying or selling puts, calls, options or similar Company-based derivative securities, including for hedging purposes;Maryland Unsolicited Takeover Act (known as MUTA) and the Maryland business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval;
•
We do not have a stockholder rights plan/poison pill, and we will not adopt a stockholder rights plan/poison pill in the future without stockholder approval; •
Our directors are elected by a vote of a majority of votes cast in uncontested elections, and in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the Board, which will decide what action to take on the resignation, and the decision will be publicly disclosed; •
We have opted outfully independent Audit, Compensation, and Nominating and Corporate Governance Committees, and our independent directors meet regularly in executive sessions without the presence of the Maryland unsolicited takeover, business combinationour corporate officers and/or non-independent directors; •
Our Board has an independent Chair and control share acquisition statutes,a Presiding Independent Director; •
Our Board has an “ad hoc” investment committee which approves any individual transaction with a value between $50 million and in the future will not opt in without stockholder approval;$100 million (with full Board approval required for transactions above $100 million); •
We do not havemaintain a stockholder rights plan,program of continuing education for our directors, covering current topics such as cybersecurity and we will not adopt a stockholder rights planESG, in order to optimize their service on the future without stockholder approval;Board; As part
•
All members of our Audit Committee are “financial experts” as defined by applicable SEC regulations; •
We restrict the number of other public company boards that our directors can serve on to four, including our Board, and also restrict the number of public company board audit committees that our directors can serve on to three, including the Audit Committee of our Board, tenureto mitigate risks of director overcommitments; •
Our executive officers and refreshment strategy, wemembers of our Board are prohibited from pledging or hedging our securities; •
We have a mandatory retirement ageadopted proxy access pursuant to which stockholders owning at least 3% of 75;our common stock for at least three years may nominate the greater of up to 20% of the Board or two directors; and | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 27 | |
•
Stockholders holding a majority of outstanding shares have the right to amend, alter, or repeal our bylaws, or adopt new bylaws, at a duly called meeting of stockholders; and Our Board views its diversity as an important strength, with women, including one African American woman, currently constituting one-third of its members.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 24
OUR COMMITMENT TO BOARD REFRESHMENT
We believe the quality, focus, and diversity of skills and experience ofon our Board have been a key driver of the Company’s success.success and that the strength of our Board is a competitive advantage. Our Nominating and Corporate Governance Committee regularly monitors the composition of ourbelieves that maintaining this advantage requires planning for Board refreshment and identifies ways we can strengthen oursuccession continually and strategically. To that end, in considering Board including to address particular skillrefreshment and expertise areas, enhance diversity or replace directors that are expected to retire in the near future, while continuing to balance the benefits of having a board with significant Company knowledge and experience. The consistent, thoughtful and strategic approach ofsuccession planning, the Nominating and Corporate Governance Committee andtakes into account, among other things, its assessment of the skills the Board with respectcurrently needs and will need in the future, its assessment of the degree to which the current directors satisfy these skills, feedback from annual Board, committee and director evaluations, and expectations of upcoming Board vacancies. Our strategic approach to refreshment is illustrated by changesreflected in our current Board composition and in our recent track record. The average Board member tenure is only seven years and three of our directors have served for five years or less. Our Nominating and Corporate Governance Committee’s effective approach to the Boardrefreshment has resulted in the last fewrecent appointments of (i) Sandra A.J. Lawrence, a seasoned executive with senior leadership experience in the health care, real estate, and packaging industries, whose appointment addressed, among other things, the Board’s strategic goals of further building on the Board’s financial expertise and increasing public company board experience and (ii) JP Suarez, a global business leader with over 30 years including theof executive experience at Walmart International and Walmart, Inc., whose appointment of Julie Bowerman, Chief Global Digital, Consumer and Customer Experience Officer at the Kellogg Company, which addressed, among other things, the Board’s strategic goal of expanding its expertise in digital and e-commerce and improving gender diversity, and the appointment of Sheryl M. Crosland, former Managing Director and Retail Sector Head at JP Morgan Investment Management, which addressed, among other things, the Board’s strategic goal of expandingstrengthening its retail experience, increasingexpertise. Our strategic approach to refreshment is also reflected in periodic changes we make to Board leadership positions. For example, last year, Ms. Crosland assumed the role of Chair of the Board and Ms. Lawrence assumed the role of Audit Committee chair. In identifying Board candidates, the Nominating and Corporate Governance Committee solicits input from a variety of sources, including existing directors, senior management, and executive search firms, in order to identify candidates that will best contribute to the Board. In addition, in order to further advance its numbergoals of financial expertsracial, ethnic, gender, and improving gender diversity.sexual orientation diversity, the Nominating and Corporate Governance Committee requires that in connection with any director search at least one diverse candidate be interviewed. DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS
Under our Corporate Governance Guidelines and NYSENew York Stock Exchange (“NYSE”) rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.
Our Corporate Governance Guidelines define independence in accordance with the independence definition in the NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.
In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 28 | |
The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Berman, Dickson, Hurwitz, Rahm, and SchreiberSuarez and Mses. Bowerman, Crosland, and SulzbergerLawrence is independent for purposes of all applicable NYSE standards, including with respect to committee service. No independence determination for purposes of applicable NYSE standards was made with respect to Mr. Schreiber in light of his retirement in April 2023. Mr. Schreiber was affirmatively determined to be independent for purposes of applicable NYSE standards in the prior year. Our Board has also determined that each of Mr.Messrs. Berman and Suarez and Mses. Crosland and SulzbergerLawrence is “independent” for purposes of Section 10A(m)(3) and each of Messrs. Dickson, Hurwitz Rahm and SchreiberRahm is “independent” for purposes of Section 10C(b) of the Exchange Act.
In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).
Our Board is led by the Chairman. TheChair, which is purposely separate from the Chief Executive Officer position is separate from the Chairman position. We believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time. Accordingly, Mr. SchreiberMs. Crosland, an independent director, serves as Chairman,Chair, while Mr. Taylor serves as our Chief Executive Officer and President. Our Board believes that this structure is appropriate corporate governance for us at this time and best encourages the free and open dialogue of competing views and provideswhile providing for strong checks and balances. Additionally, Mr. Schreiber’sour independent Chair’s attention to Board and committee matters allows the Chief Executive Officer to focus more specifically on overseeing the Company’s day to day operations and long-term strategic planning. If in the future the Board, after considering relevant facts and circumstances at that time, appoints the Chief Executive Officer as Chair, we will promptly publicly disclose such appointment. The Chair has the power to call meetings of the Board or Board committees, to preside over meetings of the Board, and to call special meetings of stockholders and approve certain administrative matters related to any such special meetings of stockholders. The Chair regularly engages with the Chief Executive Officer, chairs of Board committees, and other members of the Board regarding issues related to Board structure. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders. During the year ended December 31, 2020,2023, the Board held 11four meetings. All of our directors attended at least 75% of the aggregate of the meetings of the Board and the Committees on which they serve. All nine of our then-serving directors attended the 20202023 virtual Annual Meeting of Stockholders. BRIXMOR PROPERTY GROUP ï2021
Our bylaws provide for proxy access, thereby giving our stockholders an even greater voice in director elections. A stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years, may include in our proxy materials director nominees constituting up to the greater of 20% of the number of directors on the Board or two directors, provided that the stockholder(s) and the nominees satisfy the eligibility requirements in our bylaws. There are no qualifying stockholder nominations for inclusion in this proxy statement.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 29 | |
Members:
Michael Berman (Chair)
Sheryl M. Crosland
Gabrielle Sulzberger
2020 meetings: 6
The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found on our website under Investors: Governance: Audit Committee Charter
| | | | •
All members are “independent,” in accordance with the Committee’s charter and the applicable NYSE listing standards related to Boards of Directors in general and audit committees in particular •
Each of the members of the Audit Committee is “financially literate” within the meaning of the NYSE listing standards •
In addition, our Board has determined that each of the members of the Audit Committee qualifies as an audit committee financial expert as defined by applicable SEC regulations •
Ms. Lawrence’s qualification is based on, among other things, her ten years of experience as Chief Financial Officer of a not-for-profit research technology company and a children’s hospital, and her experience serving on public company audit committees •
Mr. Berman’s qualification is based on, among other things, his more than 15 years of experience as a Chief Financial Officer of two public real estate companies, •Ms. Crosland’s qualification is based and his experience serving on among other things, her education as a certified public accountant, her more than 30 years of experience in real estate investment management and her service on thecompany audit committees of several private real estate companies
•Ms. Sulzberger’s qualification is based on, among other things, her more than ten years of experience in private equity, her more than five years of experience as a Chief Financial Officer and her service as audit committee chairman of a public company
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•
Ms. Crosland’s qualification is based on, among other things, her education as a certified public accountant, her more than 30 years of experience in real estate investment management, and her experience serving on private real estate company audit committees •
Mr. Suarez’s qualification is based on, among other things, his long career at Walmart International and Walmart Inc., including his service as Regional Chief Executive Officer and Chief Administration Officer, in which role he oversaw the preparation of financial statements and the accounting function Duties and responsibilities: •
Carries out the responsibilities and duties delegated to it by the Board, including oversight of our financial reporting policies, our internal controls, and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes •
Selects our independent registered public accounting firm and reviews and evaluates its qualifications, performance, and independence •
Reviews and pre-approves the audit and non-audit services and the payment of compensation to the independent registered public accounting firm •
Reviews reports and material written communications between management and the independent registered public accounting firm, including with respect to major issues as to the adequacy ofregarding the Company’s internal controls | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 30 | |
•
Reviews and discusses with management and the independent registered public accounting firm our annual audited financial statements, including our critical audit matters, and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K or other public dissemination in accordance with applicable rules and regulations of the SEC Oversees
•
Reviews and oversees the Company’s risk management policies and procedures (see “Oversight of Risk Management” below) and reviews and discusses with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management •
Reviews and oversees the work of our internal audit function BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 26
•
Reviews and oversees the Company’s information technology, cybersecurity and risk exposures, and provides oversight of management’s preparedness for and response to cyber-attacks •
Oversees the Company’s policies and practices with respect to publicly-disclosed non-GAAP measures •
Oversees the adequacy and effectiveness of the Company’s controls related to the reliability of the Company’s publicly-disclosed quantitative environmental and social measures Members:
William D. Rahm (Chair)
Thomas W. Dickson
Daniel B. Hurwitz
John G. Schreiber
2020 meetings: 6
The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found on our website under Investors: Governance: Compensation Committee Charter
| | | | •
All members are “independent,” in accordance with the Committee’s charter and the applicable NYSE listing standards related to Boards of Directors in general and compensation committees in particular Duties and responsibilities: •
Establishes and reviews the overall compensation philosophy of the Company •
Reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers’ compensation,officers, including annual performance objectives, if any •
Evaluates the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent Directors (as directed by the Board), determinesreviews and approves the annual salary, bonus, equity-basedequity- based incentives, and other benefits, direct and indirect, of the Chief Executive Officer •Reviews and approves, or makes recommendations to the Board, on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers
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•
Reviews and approves, or makes recommendations to the Board, on the annual salary, bonus, equity-based incentives, and other benefits, direct and indirect, of the other executive officers •
Reviews and approves, or makes recommendations to the Board with respect to, all incentive compensation and equity-based plans and awards granted thereunder, including | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 31 | |
those plans that are subject to the approval of the Board and any plans that are not otherwise subject to the approval of the Company’s stockholders •
Oversees the activities of the individuals responsible for administering all incentive compensation and equity-based compensation plans Monitors compliance by executives with the rules and guidelines of the Company’s equity-based plans
•
Reviews and monitors all employee retirement, profit sharing, and benefit plans of the Company Oversees
•
Reviews the preparation of the Compensation Discussion and Analysis and determines whether or not to recommend to the Board that the Compensation Discussion and Analysis be included in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC •
Performs an annual risk review of the Company’s compensation policies and practices Additional items of note:
The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction.
The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.
In 2020,2023, James M. Taylor Jr., our President and Chief Executive Officer and President, participated in discussions and deliberations with the Compensation Committee regarding determinations of annual cash and equity incentive awards for our executive officers. Specifically, he made recommendations to the Compensation Committee regarding executive salaries, equity awards, the performance targets used under our annual bonus plan, and the amounts of annual cash incentive awards. Mr. Taylor did not participate in deliberations regarding his own compensation. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 27
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 32 | |
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Members:
Gabrielle Sulzberger (Chair)
Julie Bowerman
William D. Rahm
John G. Schreiber
2020 meetings: 2
The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found on our website under Investors: Governance: Nominating and Corporate Governance Committee Charter
| | | | •
All members are “independent,” in accordance with the Committee’s charter and applicable NYSE listing standards Duties and responsibilities: •
Oversees and advises the Board on corporate governance matters, including corporate governance policies and compliance with applicable legal and regulatory governance requirements •
Establishes the criteria for the selection of new directors •
Identifies, evaluates and recommends to the Board individuals to be nominated as directors, •Evaluates candidates for nomination to the Board, including those recommended by stockholders
•
Conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible Board candidates •
Considers questions of independence and possible conflicts of interest of members of the Board and executive officers •
Oversees the evaluation of the Board, its committees, as applicable,individual directors and management •
Recommends members of the Board to serve on the committees of the Board and, where appropriate, recommends the removal of any member of any committee | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 28
Oversees the Company’s activities relating to ESG matters, including sustainability, corporate social responsibility, and human capital matters, such as diversity and inclusion, employee engagement, and culture, and reviews and assists in developing the Company’s policies related to such matters OVERSIGHT OF RISK MANAGEMENT
The Board oversees risk management related to us and our business and accomplishes this oversight through regular reporting by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, our administrative and financial controls, and our compliance with legal and regulatory requirements.Through regular meetings with management, including the finance, legal, information technology and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and various mitigating factors. In addition, our Boardregularly receives periodic detailed financial and operational updates from management.
Oversight for certain specific risks falls under the responsibilities of our Board committees. The Board has delegated to the Audit Committee the responsibility to review and oversee: (i) the Company’s guidelines and policies to identify, assess, manage, mitigate, and monitor significant business risks of the Company, including financial, operational, information technology, cybersecurity, privacy, business continuity, legal, regulatory, and reputational risks; and (ii) management’s risk assessment, mitigation, and monitoring decisions, practices, and activities, including the steps management has taken to monitor and control the Company’s major financial risk exposures. The Audit Committee considers short-term, medium-term, and long-term risks in exercising its review and oversight responsibilities and considers the immediacy of the risk is assessing mitigation strategies. The Audit Committee generally reassesses our risk profile annually or more frequently when circumstances warrant. The Audit Committee typically receives quarterly presentations that involve the participation of members of management from the finance, information technology, | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 33 | |
internal audit, and legal functions, as well as external experts as appropriate. The Company’s General Counsel, who is the Company’s chief compliance officer and reports directly to the Chief Executive Officer, as well as other members of management with oversight of the Company’s public risk disclosures, participate in these presentations. The Board has delegated to the Compensation Committee the responsibility to review and oversee risks related to our compensation program, including evaluating appropriate incentives relating to the compensation of our executives and employees. On an annual basis the Compensation Committee engages with senior management to evaluate potential risks related to compensation policies and practices applicable to all employees and the Company’s management of such risks. The Nominating and Corporate Governance Committee focuses on risks associated with succession planning, corporate governance, Board effectiveness, and public policy matters, including political and charitable contributions. The Nominating and Corporate Governance Committee also supports the Board in identifying and overseeing risks associated with ESG matters, including sustainability, corporate social responsibility, and human capital matters. Our Board and Board committees regularly receive presentations from management on risks to the business, including the risks described above. In addition, each of the Board committees regularly advise the full Board of their risk oversight activities. We are committed to cybersecurity and vigilantly protecting all Company resources and information from unauthorized access. The Company has implemented a strategic approach to cybersecurity based on the National Institute of Standard in Technology (NIST) framework and performs annual cybersecurity penetration tests via a third party to ensure that we are following security best practices. The Company’s cybersecurity approach incorporates a layered portfolio of technology products and tools, documented policies, end user training and dedicated resources to manage and monitor the evolving threat landscape. We employ dedicated cybersecurity personnel, led by our Chief Information Officer, to focus on preventing, identifying, and detecting cybersecurity risks. We use advanced next generation protection technologiesOur Chief Information Officer reports directly to rapidly detect and investigate any evidence of malicious activity, which allows us to quickly isolate systems to contain and prevent damage and restore systems, and incidents are required to be reported, including to the Board of Directors, if material or appropriate.our Executive Vice President, Chief Transformation Officer. The Audit Committee, which consists solely of independent directors, is responsible for overseeing cybersecurity risks, and management provides the Audit Committee with updates on current cybersecurity projects and industry trends on at least a quarterly basis. Please see our Annual Report on Form 10-K for the year ended December 31, 2023 for more information on our processes and procedures for addressing and managing cybersecurity risks. POLITICAL AND CHARITABLE CONTRIBUTIONS Our cybersecurity personnel regularly evaluate risksNominating and Corporate Governance Committee oversees the Company’s political and charitable contributions. In order to facilitate informed decision-making and accountability with respect to the Company’s political and charitable contributions, the Nominating and Corporate Governance Committee has adopted Political and Charitable Contributions Guidelines that apply to contributions or expenditures of corporate funds to various political entities (including political candidates and parties and political action committees) and charitable organizations. Contributions exceeding certain thresholds set forth in these guidelines must be approved by the Nominating and Corporate Governance Committee and all contributions are required to be reported quarterly to the Nominating and Corporate Governance Committee. We did not make any contributions to political candidates or parties and political action committees in 2023. BOARD ORIENTATION AND EDUCATION We provide an orientation program to any new director, including briefings and materials on our strategy, business, industry, and governance policies and practices. We also provide | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 34 | |
continuing education for all directors, including through Board and committee presentations by third parties and opportunities to improve our cybersecurity program. We also have formal cybersecurity training programs to help prevent attacks that could compromise the Company’s data security and to encourage a culture of cybersecurity vigilance for all employees. Lastly, the Company maintains a stand-alone cyber insurance policy that among other things covers third party liability as well as additional coverage for social engineering fraud, funds transfer fraud and invoice manipulation fraud.participate in external board education programs. COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES
Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics.Guidelines. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.
Our Corporate Governance Guidelines, our Audit, Compensation, and Nominating and Corporate Governance Committee charters, and other corporate governance information are available on theLeadership & Governance page oftab on the Investors section onof our website at www.brixmor.com.https://investors.brixmor.com/corporate-profile. Any stockholder may also may request themthese documents in print, without charge, by contacting the Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 29
Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors. In accordance with our Corporate Governance Guidelines, the independent directors have elected Mr. Rahm from among themselves to serve as the Presiding Independent Director to call and preside at executive sessions. The Audit and Compensation Committees also meet regularly in executive sessions.
STOCK OWNERSHIP GUIDELINES
The Board has implemented stock ownership guidelines, which are included in our Corporate Governance Guidelines referenced above. The Board may, in its sole discretion, grant exceptions to the guidelines outlined below.
GUIDELINES FOR SENIOR OFFICERS Each senior officer (our•
Our Chief Executive Officer and President, Chief Financial Officer, and each Executive Vice President) isPresident are expected to own common stock or common stock equivalents equal in market value to a specified multiple of his or her annual base salary as outlined below: | 6x | | | 4x | | | 3x | | | 1.5x | | | | Multiple of base salary Chief Executive Officer
| 4x
| | Multiple of base salary Chief Financial Officer
| 3x
| | Multiple of base salary All other senior officers
| | | Multiple of base salary | | | | Chief Executive Officer and President | | | Chief Financial Officer | | | Other NEOs | | | Other Executive Vice Presidents | |
•
New officers that are subject to the ownership guidelines are expected to be in compliance by the fifth anniversary of their appointment to the position that results in application of the ownership guidelines •
Each of our named executive officers is currently owns shares of common stock or common stock equivalents equal to or greater thanin compliance with their respective ownership guideline, including Ms. Aman, who was in compliance through the date of her departure in January 2024 | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 35 | |
GUIDELINES FOR INDEPENDENT DIRECTORS •
Each independent director is expected to own our common stock or common stock equivalents equal in market value to five times the cash portion of such independent director’s annual Board fee for the preceding year (exclusive of committee or chairpersonchair fees) within five years of joining the Board •
Each independent director that has served on the boardBoard for five years owns shares of common stock or common stock equivalents equal to or greater than thisis currently in compliance with their ownership guideline For purposes of the stock ownership guidelines applicable to both senior officers and independent directors, (i) restricted stock and (ii) earned restricted stock units, which are only subject to a time vesting requirement, are counted towardcount towards such requirement. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 30
CODE OF BUSINESS CONDUCT AND ETHICS AND CODE OF CONDUCT FOR SENIOR FINANCIAL OFFICERS
We have a Code of Business Conduct and Ethics whichthat applies to all directors, officers, and employees of the Company and a Code of Conduct for Senior Financial Officers whichthat applies to our principal executive officer, principal financial officer, and principal accounting officer or controller, and persons performing similar functions. Each of these codes is available on our website under Investors: Governance.at
https://investors.brixmor.com/leadership-governance/governance-documents-policies/default.aspx. The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws (including insider trading laws), use of our assets, business conduct, and fair dealing. The Code of Conduct for Senior Financial Officers satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or any waivers of the Code of Business Conduct and Ethics or Code of Conduct for Senior Financial Officers granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.
As described in our Code of Business Conduct and Ethics, the Company’s directors, officers, and employees are provided with three avenues through which they can report violations or suspected violations with respect to accounting or auditing matters: a toll-free phone number, in writing, andor through a website. The toll-free phone number for directors, officers, and employees is available 24 hours a day, seven days a week. Directors, officers, and employees may report any violation of the Code of Business Conduct and Ethics that does not concern accounting or auditing matters either in writing or in person. Violations or suspected violations of the Code of Conduct for Senior Financial Officers must be reported to the Company’s General Counsel or the ChairmanChair of the Audit Committee of the Board of Directors and may be made in person,through a toll-free phone number, in writing, or through a toll-free phone number.website. Directors, officers, and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer, or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.
DIRECTOR NOMINATION PROCESS
The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence, and skills of potential candidates and recommends nominees for election as directors to the Board. In considering candidates for the Board, the Nominating | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 36 | |
and Corporate Governance Committee also assesses overall Board composition considerations, including the importance of diversified Board membership, in terms of both the individuals involved and their various skills and areas of expertise (including expertise that could qualify a director as an “audit committee financial expert” under SEC rules), compliance with NYSE and SEC Board and Committee independence requirements, as applicable, and the size of the Board. In evaluating Board candidates, the Nominating and Corporate Governance Committee also considers each candidate’s other commitments, including job responsibilities, service on other public company boards, and leadership positions on such boards, for the purpose of determining whether the candidate can satisfy the time commitments necessary and appropriate for service on the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, familiarity with our business and industry, independence of thought, and his or her ability to work collegially with the other members of the Board. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the candidate. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders, and other sources. The Nominating and Corporate Governance Committee may also, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. TheIn order to further advance its goals of Board racial, ethnic, gender, and sexual orientation diversity, the Nominating and Corporate Governance Committee utilizesrequires that in connection with any director search at least one diverse candidate be interviewed. Mr. Suarez is standing for re-election by stockholders for the same criteria for evaluating candidates regardlessfirst time at the Annual Meeting. Mr. Suarez was originally identified as a potential director appointee by certain of the source of the referral.BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 31
When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process (discussed in more detail below) and other perceived needs of the Board.
When considering whether the directors and nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business, the Board focused primarily on the information contained in each of the Board member’s biographical information set forth above.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 37 | |
Each of the Company’s Directors:directors: | | •
Possess high ethical standards •
Act with integrity •
Exercise careful, mature judgment •
Is committed to employing his or her skills and abilities to aid the long-term interests of the Company’s stockholders and other stakeholders | | | •
Is knowledgeable and experienced in one or more business, government, or civic endeavors •
Is able to evaluate risk management and understands our process for assessing risk •
Is familiar with corporate finance and strategic business planning activities unique to publicly traded companies | |
Possess high ethical standards
Act with integrity
Exercise careful, mature judgement
Is committed to employing his or her skills and abilities to aid the long-term interests of the Company’s stockholders and other stakeholders
Is knowledgeable and experienced in one or more business, government, or civic endeavors
Is familiar with corporate finance and strategic business planning activities unique to publicly-traded companies
In addition, most of the Company’s directors possess experience in botheither (i) owning and/or managing publicpublicly traded or privately held enterprises and (ii) advising and managing companies in various segments of the real estate industry.
In 2021, this2024, the director nomination process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination of, the nine incumbent directors named in this proxy statement and proposed for election by you at the upcoming Annual Meeting.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. Stockholders must comply with the advance notification, timeliness, consent, information, and other requirements of our Bylaws regarding director nominations. All recommendations for nomination received by the Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration. The foregoing requirements are also described under the caption “Stockholder Proposals for the 20222025 Annual Meeting.” BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 32
In addition, stockholders have proxy access rights pursuant to which stockholders owning at least 3% of our common stock for at least three years may nominate the greater of up to 20% of the number of directors on the Board or two directors. The deadline for submission of proxy access nominees is described under the caption “Proxy Access Nominees.” Under the oversight of the Nominating and Corporate Governance Committee, we perform an annual evaluation of the Board, each of the standing Board committees, and individual directors. The evaluation process consists of a written questionnaire, an interview of each director by the Chair of the Nominating and Corporate Governance Committee, and a discussion of the issues raised through the questionnaire and interview process at the Board and committee levels. Feedback resulting from these evaluations is used to refine Board and Board committee practices and improve Board, Board committee, and individual director performance. The evaluation process is also considered as part of the director nomination process. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 38 | |
COMMUNICATIONS WITH THE BOARD
As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the Chairman,Chair, the Presiding Independent Director, or chairpersonthe chair of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to any committee of the Board, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Board of Directors or any such individual directors or group or committee of directors by either name or title and sending it by: | | •
Mail to: | | | •
Email to: | | | | Brixmor Property Group Inc.
c/o General Counsel
450 Lexington Avenue
New York, New York 10017 | | | PresidingIndependentDirector@brixmor.com | |
Mail to:
Brixmor Property Group Inc.
c/o General Counsel
450 Lexington Avenue
New York, New York 10017
Email to:
PresidingIndependentDirector@brixmor.com
Such communications may be done confidentially or anonymously. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 33
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 39 | |
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is certain information regarding each of our current executive officers, other than Mr. Taylor, whose biographical information is presented under “Director Nominees.” 
Angela Aman
| Executive since: 20162014 | Ms. Aman | | Mr. Finnegan has served as Senior Executive Vice President, Chief FinancialOperating Officer since September 2023, and Treasurer of Brixmor Property Group since May 2016. From August 2015 to May 2016, she was Executive Vice President and Chief Financial Officer of Starwood Retail Partners. From July 2011 to May 2015, she served as the Executive Vice President, Chief Financial Officer and Treasurer of Retail Properties of America, Inc., where she helped oversee the company’s initial public offering. She previously served as a Portfolio Manager with RREEF and she started her career in the real estate practice in the investment banking group at Deutsche Bank in 2001. Ms. Aman serves on the Board of Trustees of Equity Residential, where she serves on the Audit Committee, and on the Steering Committee for the National Association of Real Estate Investment Trusts’ Dividends through Diversity program. She received a B.S. from the Wharton School, University of Pennsylvania. |
Brian T. Finnegan
Age 40
Executive since: 2014
| Mr. Finnegan has served as Executive Vice President, Chief Revenue Officer sincefrom February 2020 until September 2023 and previously served as Executive Vice President, Leasing from November 2014 through February 2020. From January 2009 through October 2014, Mr. Finnegan served as our Senior Vice President, Leasing & Redevelopment for the West region. From October 2007 until December 2008, he was Vice President, Redevelopment, and from June 2006 through October 2007 served as Regional Vice President, Leasing. He joined Kramont Realty Trust, a predecessor of Brixmor, in 2004 as a Senior Leasing Associate. Mr. Finnegan serves onhas served as the International CouncilVice Chair of Shopping Centers’ Open Air Centers Committee.the ICSC Foundation Board of Directors since 2023. Mr. Finnegan received a B.A. from Duquesne University. | |
 | | | | Mr. Horgan has served as Executive Vice President, Chief Investment Officer of Brixmor Property Group since May 2016. From 2007 to May 2016, he was a Managing Director and senior member of the retail team at Eastdil Secured, where he advised retail real estate companies in investment underwriting, investor sourcing and capital markets transactions. Prior to joining Eastdil Secured, Mr. Horgan held positions at Federal Realty Investment Trust and Mills Corporation. He received a B.S. in Business Administration from The State University of New York at Buffalo. | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 34
| | | | Mr. Siegel has served as Executive Vice President, General Counsel and Secretary since April 2007 and also Secretary since May 2007. From March 2002 to April 2007, Mr. Siegel was Executive Vice President of New Plan Excel Realty Trust, Inc. and was its General Counsel since 1991. Mr. Siegel joined New Plan Excel Realty Trust, Inc. in 1991 and was a Senior Vice President from September 1998 to March 2002. Mr. Siegel received a B.S. and a J.D. from St. John’s University. | |
Carolyn Carter Singh
| BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 40 | |
| | Executive since: 20102024 | Ms. Singh | | Mr. Gallagher has served as ExecutiveSenior Vice President, Chief TalentAccounting Officer since March 2017. In addition, Mr. Gallagher is concurrently serving as Interim Chief Financial Officer and Treasurer as of January 2017. Ms. Singh previously served as Executive Vice President, Human Resources & Administration from July 2010 until January 2017.2024. From April 2007 through July 2010, Ms. Singh served as our Senior Vice President, Human Resources & Administration. Until April 2007, she2015 to March 2017, he was Senior Vice President, Human Resources & Administrationthe Chief Accounting Officer of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human ResourcesNetrality Properties, a REIT specializing in 2001. Ms. Singh serves onnetwork-neutral core interconnection and colocation facilities. Prior to joining Netrality Properties, Mr. Gallagher was the Action Committee for the NAREIT Dividends through Diversity program. Ms. SinghController at CubeSmart, a NYSE-listed self-storage REIT. Mr. Gallagher received a B.A.B.S. from RowanDeSales University. | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 35
> | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 41 | |
| | | | | PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2021.2024. Deloitte & Touche LLP has served as our independent registered public accounting firm since May 2015.
Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
Representatives of Deloitte & Touche LLP are expected to be present at the virtual Annual Meeting. They will also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.
The shares represented by your proxy will be voted for the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.
In connection with the audit of the 20202023 financial statements, we entered into an agreement with Deloitte & Touche LLP whichthat set forth the terms by which Deloitte & Touche LLP would perform audit services for the Company.
The following table presents fees billed for professional services rendered by Deloitte & Touche LLP for the audit of our financial statements for 20202023 and 20192022 and fees billed for other services rendered by Deloitte & Touche LLP for those periods: | | 2020 | 2019 | | Audit fees (1) | $1,382,330 | $1,478,770 | | Audit-related fees | — | — | | Tax fees (2) | 305,298 | 340,185 | | All other fees | — | — | | Total: | $1,687,628 | $1,818,955 |
| | | | | 2023 | | | 2022 | | | | Audit fees(1) | | | | | $1,482,460 | | | | | | $1,520,373 | | | | | Audit-related fees | | | | | — | | | | | | — | | | | | Tax fees(2) | | | | | 13,125 | | | | | | 265,961 | | | | | All other fees | | | | | — | | | | | | — | | | | | | | | | | $1,495,585 | | | | | | $1,786,334 | | |
(1)
Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP for the audit of the Company’s annual financial statements included in Forms 10-K and the review of quarterly financial statements included in Forms 10-Q, including fees related to the issuance of comfort letters and consents. The fees are for services that are normally provided by Deloitte & Touche LLP in connection with statutory or regulatory filings or engagements. (2)
Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP for tax compliance, tax advice, and tax planning. | | (1)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 42 | Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP for the audit of the Company’s annual financial statements and the review of financial statements included in Forms 10-Q and Forms 10-K, including fees related to the issuance of comfort letters and consents. The fees are for services that are normally provided by Deloitte & Touche LLP in connection with statutory or regulatory filings or engagements. |
| (2) | Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP for tax compliance, tax advice and tax planning. |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 36
The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte & Touche LLP’s independence and concluded that it was.
Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by anythe independent registered public accounting firm prior to each engagement. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 43 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021. | | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 37
> | PROPOSAL NO. 3 – NON-BINDING VOTE ON EXECUTIVE COMPENSATION |
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution, subject to stockholder vote, to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 40 to 67. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.
The text of the resolution in respect of proposal No. 3 is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”
In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 40 to 67, as well as the discussion regarding the Compensation Committee on page 27. We expect that we will conduct the next advisory vote on executive compensation at the 2022 annual meeting of stockholders.
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.
|
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 38
REPORT OF THE AUDIT COMMITTEE
The Audit Committee operates pursuant to a charter whichthat is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under the discussion ofcaption “The Board of Directors and Certain Governance Matters—Committee Membership—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation, and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company, including the critical audit matters described therein, with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by the Public Company Accounting Oversight BoardPCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.
Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board of Directors that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 20202023 filed with the SEC.
Submitted by the Audit Committee of the Company’s Board of Directors: Sandra A.J. Lawrence, Chair
Michael Berman
Sheryl M. Crosland
JP Suarez | | Michael Berman, Chair
Sheryl M. Crosland
Gabrielle SulzbergerBRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 44 | |
| | | | | PROPOSAL NO. 3 – NON-BINDING VOTE ON EXECUTIVE COMPENSATION | |
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution, subject to stockholder vote, to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote. The text of the resolution in respect of Proposal No. 3 is as follows: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED.” In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 47 to 63 as well as the discussion regarding the Compensation Committee on pages 31 to 32. We expect that we will conduct the next advisory vote on executive compensation at the 2025 annual meeting of stockholders. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 45 | |
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has discussed and reviewed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 20202023 filed with the SEC.
Submitted by the Compensation Committee of the Company’s Board of Directors: William D. Rahm, Chair
Thomas W. Dickson
Daniel B. Hurwitz
| | William D. Rahm, Chair
Thomas W. Dickson
Daniel B. Hurwitz
John G. SchreiberBRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 46 | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 39
> |
| | | COMPENSATION OF OUR EXECUTIVE OFFICERS AND DIRECTORS | |
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Year 2020 (“CY2020”)2023 Named Executive Officers •
James M. Taylor Jr., our Chief Executive Officer and President Angela Aman,
•
Brian T. Finnegan, our Senior Executive Vice President, Chief FinancialOperating Officer and Treasurer •
Mark T. Horgan, our Executive Vice President, Chief Investment Officer Brian T. Finnegan, our Executive Vice President, Chief Revenue Officer
•
Steven F. Siegel, our Executive Vice President, General Counsel and Secretary •
Angela M. Aman, our former President, Chief Financial Officer and Treasurer Purpose of Compensation Program
Our executive compensation program is designed to attract, and retain, individuals with the qualifications to manage and lead the Company, and motivate them to develop professionallyexecutives who are capable of advancing our mission and contribute to the achievement ofstrategy and ultimately maintain and grow our financial and operational goals.long-term equity value. In 2020,2023, stockholders showed support for our executive compensation programsprogram with 96.9%96.5% of the votes cast for the approval of the “say on pay” proposal at our 2023 Annual Meeting of Stockholders. This is consistent with the strong support we have received in recent years, with support levels in 2022, 2021, and 2020 annual meeting of stockholders.
at 97.3%, 97.6%, and 96.9%, respectively.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 47 | |
PRIMARY COMPONENTS OF 20202023 EXECUTIVE COMPENSATION Component | FormComponent | | | Form | | | Objective & Explanation | | | Page | | | | Salary | | | Cash | | | •
Base level compensation, rewards day-to-day performance and standard job duties •
Reflects level of responsibilities and experience/tenure | 45 | | | | | | Annual Bonus (“Bonus”) | | | Cash | | | •
Earned for the achievement of annual performance objectives •2020
2023 performance objectives were Company metricsFinancial Metrics (75%) and Individual Goals (25%) •
20% of Individual Goals are comprised of ESG goals •
Named executive officers have bonus ranges with Threshold, Target, and Maximum levels represented as percentages of base salary | 46 | | | | | | Long Term Incentive (“LTI”) | | | Performance-based restricted stock units (“PRSUs”) and service-based RSUs with an outperformance modifier | | | •
PRSUs and the outperformance modifier component of service-based RSUs motivate executives to focus on sustained financial performance and longer-term value creation •
Provides alignment of interests with stockholders •
Performance for PRSUs are geared toward total relative stockholder return over a three-year period •
Multi-year vesting periods aid in retention | 53 | | | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 40
PRIMARY COMPONENTS OF 20202023 EXECUTIVE COMPENSATION 
![[MISSING IMAGE: fc_primary-pn.jpg]](/files/DEF 14A/0001104659-24-034494/fc_primary-pn.jpg) | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 48 | |
Our target pay is heavily weighted towardtowards performance-based andand/or equity-based compensation. Performance-based and equity-based compensation for all named executive officers averages 77%80% of total target compensation.
Composition of Executive Compensation at 20202023 Target Levels Calculated without giving effect to salary increases of $50,000 for each of Ms. Aman and Mr. Finnegan, which were effective as of October 1, 2023 in connection with their promotions. In addition, excludes compensation included in the “All Other Compensation” column of the “Summary Compensation Table.” For more information about this additional compensation, see “—Executive Compensation Tables—Summary Compensation Table” below.  |  | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 49 | | Performance-based and equity-based compensation = 82% | Performance-based and equity-based compensation = 74% |
COMPANY PERFORMANCE VERSUS METRICS FOR ANNUAL BONUS PROGRAM Our annual bonus program features multiple metrics designed to reward performance. The financial metrics used are key indicators of the executive team’s effectiveness at leading the Company in the management of our properties (Same Property Net Operating Income or “SP NOI” or “Same Property NOI”) and our overall business (Nareit Funds From Operations or “Nareit FFO”). The diagram below illustrates the achievement level of performance for our 2023 annual bonus plan (“Annual Bonus Plan”). (1) | Excludes compensation included in the “All Other Compensation” column of the “Summary Compensation Table.” For more information about this additional compensation, see “Compensation of Our Officers and Directors—Summary Compensation Table.”BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 50 | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 41
EXECUTIVE COMPENSATION PHILOSOPHY AND CORPORATE GOVERNANCE
Our compensation philosophy is based on best governance practices and our corporate governance standards are designed to align executive compensation with long-term stockholder interests.
WHAT WE DO:
ü | | | | | | | | Structure our Board with experienced independent leadership including an independent Chairman, a Presiding Independent Director and knowledgeable independent committee chairsChair | |
ü | | | | Design our compensation programsprogram to reflect our culture of pay for performance, with more than three-quarters of named executive officer compensation being performance and equity based | |
ü | | | | Undertake an annual review of compensation strategies and programs by the Compensation Committee, including our compensation risk profile | |
ü | Subject cash and equity incentive compensation to clawback provisions |
ü | Subject executive officers and directors to robust stock ownership guidelines |
ü | Utilize an independent compensation consultant to advise the Compensation Committee | | | | | | | Include achievement of individual ESG goals as part of each executive’s total bonus compensation | | | | | | | Subject cash and equity incentive compensation to clawback provisions more stringent than those required by the NYSE | | | | | | | Subject Named Executive Officers, other Executive Vice Presidents and directors to robust stock ownership guidelines | |
WHAT WE DO NOT DO:
X | | | | | | | | Offer excessive perquisites or special health and welfare plans to executives | |
X | | | | Guarantee salary / bonus increases | |
X | | | | Allow hedging or pledging of Company stock | |
X | | | | Have single trigger cash severance payments in the event of a change-in-control | |
X | | | | Provide excise tax gross-ups | |
X | | | | Encourage unreasonable risk-taking through compensation | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 42
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 51 | |
EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY
Our primary executive compensation objectives are to: •
Attract, retain, and motivate executives who are capable of advancing our mission and strategy and ultimately maintain and grow our long-term equity value •
Reward executives in a manner aligned with our financial performance and individual goals; and •
Align executives’ interests with the long-term interests of our equity owners’ long-term interestsowners through equity participation and ownership To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) bonus;Bonus; (3) LTI; (4) other employee benefits and perquisites; and (5) severance benefits.
SAY-ON-PAY AND SAY-ON-FREQUENCY VOTES
Each year, the Compensation Committee considers the outcome of the stockholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. In 2020,2023, stockholders showed support for our executive compensation programs, with 96.9%96.5% of the votes cast for the approval of the “say-on-pay” proposal at our 2020 annual meeting2023 Annual Meeting of stockholders.Stockholders. The Compensation Committee believes that this support is attributable to the Compensation Committee’s commitment to the alignment of our named executive officers’ compensation with the Company’s performance.
Our stockholders have historically shown strong support for our policies and practices regarding executive compensation, as illustrated by the annual say-on-pay vote. | | Historic Say-On-Pay Votes | | | | 2023 | | | | | 96.5% | | | | | 2022 | | | | | 97.3% | | | | | 2021 | | | | | 97.6% | | | | | 2020 | | | | | 96.9% | | |
SEC rules require the vote on the frequency of stockholder votes on executive compensation to be held at least once every six years. In light of the Board’s recommendation and the voting results with respect to the frequency of stockholder votes on executive compensation at the 2020 annual meeting of stockholders, the Board decided that the Company will continue to hold an advisory vote on the compensation of named executive officers at each annual meeting of stockholders until the next required vote on the frequency of stockholder votes on executive compensation. We currently expect the next stockholder vote on frequency to occur at the Company’s 2026 annual meeting.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 52 | |
In response to recently adopted NYSE and SEC rules, the Compensation Committee has implemented aupdated the Company clawback policy, pursuant to which the Company maywill seek repayment of cash and equity incentive compensation paid to executive officers under certain circumstances. IfAs mandated by such rules, if the Company’s financial results (includingCompany is required to prepare an accounting restatement of its GAAP financial statements, or non-GAAP financial measures) are restated, the Compensation Committee mayCompany will recover any incentive compensation received by any covered person during the fiscal years pertaining to the restatement that was in excess of the amount that otherwise would have been paid, giving effect to the restated results. If
The Company clawback policy also applies to circumstances that are not required to be addressed by the newly adopted NYSE and SEC rules. The Company’s clawback policy continues to provide for discretionary recoupment of incentive compensation if the Compensation Committee determines that any covered person has committed fraud or intentional misconduct that either constitutes a violation of law or a material breach of specified Company policypolicies or that could reasonably be expected to result in significant reputational or financial harm to the Company,Company. In these cases, the Compensation Committee may recover up to 100% of any incentive compensation received by such covered person in the fiscal year during which such misconduct occurred. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 43
In addition, if the Company restates or revises a non-GAAP financial measure, other than in connection with a restatement of its GAAP financial statements, due to material non-compliance with any financial reporting requirement under the federal securities laws or if such measure has been determined in the reasonable judgment of the Compensation Committee to have been materially misstated, the Company may recover any incentive compensation received by any covered person during the fiscal years pertaining to the restatement or revision that was in excess of the amount that otherwise would have been received after giving effect to the restated or revised results. COMPENSATION DETERMINATION PROCESS
Role of the Compensation Committee and Management
The Compensation Committee of our Board is responsible for determining the compensation of our Chief Executive Officer and our other named executive officers. At the beginning of each performance cycle, the Compensation Committee approves financial goals designed to align executive pay with company performance and stockholder interests, provide competitive pay opportunities dependent on company performance, retain talent, grow stockholder value, and mitigate material risk. The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities and, as described below, utilized its compensation consultant to assist with 2020 and 2021 compensation decisions.decisions regarding 2023 compensation. In 2020,2023, Mr. Taylor, our President and Chief Executive Officer and President, worked with the Compensation Committee in managing our executive compensation program and he attended meetings of the Compensation Committee. He did not attend portions of meetings relating to his own compensation. Because of his daily involvement with the executive team, our President and Chief Executive Officer and President made recommendations to the Compensation Committee regarding 2023 compensation for the named executive officers other than himself.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 53 | |
Role of the Compensation Consultant
Pay Governance serves as the Compensation Committee’s independent, third-party compensation consultant to provide advice on a range of compensation matters, including its consideration of possible COVID-19 related adjustments to the 2020 compensation program as discussed in more detail below.matters. Pay Governance reports directly to the Compensation Committee and does not provide services to the Company’s management that are not under the Compensation Committee’s purview. Representatives of Pay Governance have attended meetings of the Compensation Committee and will continue to do so upon request. Prior to retaining Pay Governance, the Compensation Committee considered all factors relevant to Pay Governance’s independence from management, as required by the Compensation Committee’s charter.
Use of Comparative Market Data
The total potential compensation for each of our named executive officers is established based on the scope of his or her individual responsibilities and contributions to our performance, taking into account competitive market compensation paid for similar positions. Our Compensation Committee determines appropriate levels of total compensation for our named executive officers by applying their individual understanding, experiences, and judgments inof the national marketplace of senior level real estate positions and related industry pay in both public and private companies that may compete for our executives, while also considering the relative importance of various positions at the Company given our business plan and organization compared with the business plans and organizations of our major competitors. The Compensation Committee also consults with its independent compensation consultant and considers compensation surveys prepared by FPL Associates for NAREITNareit to confirm its assessment of appropriate market compensation for our named executive officers. The latest FPL Associates survey contains information reported for each position by 104116 U.S. equity focused real estate investment trusts (“REITs”), including 32 retail focused21 retail-focused REITs. An individual compensation package is then created for each named executive officer using a combination of base salary, annual cash bonus, and long-term equity incentives to provide the appropriate level of potential total annual compensation and the right balance of fixed versus at-risk compensation. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 44
Actual compensation of our named executive officers may be higher or lower than the compensation for executives in similar positions at comparable companies based on the performance, skills, experience, and the specific role of the named executive officer in the organization.
Compensation Risk Management
The Compensation Committee, in consultation with the Company, reviewsmanagement, annually assesses the Company’s compensation policies and procedures with respect to risk assessment and risk management for compensating all employees of the Company, including non-executive employees, on an annual basis and periodically reports its findings to the Board.management. Based on this assessment, the Compensation Committee does not believe there are any risks from the Company’s compensation policies and practices for its employees that are reasonably likely to have a material adverse effect on the Company.
In setting 2023 compensation in February 2023, the Compensation Committee did not make any changes in base salaries, annual bonus payout percentages or LTI target grants for the named executive officers compared to 2022. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 54 | |
In September 2023, Ms. Aman was promoted to the additional position of President and Mr. Finnegan was promoted to the position of Senior Executive Vice President and Chief Operating Officer. In connection with these promotions, the Compensation Committee increased Ms. Aman’s and Mr. Finnegan’s (i) annual base salaries to $650,000 and $625,000, respectively, effective as of October 1, 2023 and (ii) LTI target grants to $1,800,000 and $1,750,000, respectively, effective in 2024. Ms. Aman resigned as the Company’s President, Chief Financial Officer and Treasurer, effective January 19, 2024, concurrent with her appointment as chief executive officer of an office REIT. Mr. Gallagher assumed the role of the Company’s interim Chief Financial Officer effective January 19, 2024. Because Mr. Gallagher was not a named executive officer in fiscal 2023, his compensation is not presented in this proxy statement. Base salary compensates our executives for performing the day-to-day requirements of their positions and provides them with cash income and stability with respect to a portion of their total compensation. We believe that the level of a named executive officer’s base salary should reflect that named executive officer’s performance, experience, and breadth of responsibilities, salaries for similar positions within our industry, and any other factors relevant to that particular job.position. The minimum base salary payable to each named executive officer is set by the terms of an employment agreement entered into with each named executive officer, the material terms of which are summarized in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers” below. EachThe compensation of each named executive officer is reviewed annually and is eligible for a discretionary annual merit increase. Base salaries may also be adjusted at other times to deal withaddress competitive pressures or changes in job responsibilities. The following table reflects the base salaries of our named executive officers at the end of 2020. 2023.Name | Name | | | Base Salary as of
December 31, 20202023 | | | | James M. Taylor Jr. | | | | | $950,0001,100,000 | | | Angela Aman | Brian T. Finnegan | | | | | $550,000625,000 | | | | | Mark T. Horgan | | | | | $525,000575,000 | | | Brian T. Finnegan | $500,000 | | Steven F. Siegel | | | | | $450,000475,000 | | | | | Angela M. Aman | | | | | $650,000 | | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 45
Annual Bonus Plan
In order to motivate our named executive officers to achieve near-term performance goals and tieby linking a significant portion of their cash compensation to realized performance, each named executive officer is eligible for annual cash incentive awards under the Annual Bonus Plan based on the achievement of corporate metric targets (75% of the bonus) and individual qualitative goals (25% of the bonus)bonus, 20% of which are individual ESG goals), each set at the beginning of the fiscal year, with the threshold, target, and maximum payout amounts based on a percentage of the named executive officer’s base salary. The named executive officers’ threshold, target, and maximum payout amounts were as follows based on the percentages determined by the Compensation Committee in February 2020.| Name | Threshold | Target | Maximum | | James M. Taylor Jr. | 112.5% | 150% | 200% | | Angela Aman | 75% | 100% | 125% | | Mark T. Horgan | 75% | 100% | 125% | | Brian T. Finnegan | 56.25% | 75% | 100% | | Steven F. Siegel | 48.75% | 65% | 85% |
follows: | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 55 | |
| | Name | | | Threshold | | | Target | | | Maximum | | | | James M. Taylor Jr. | | | | | 131.25% | | | | | | 175% | | | | | | 225% | | | | | Brian T. Finnegan | | | | | 75% | | | | | | 100% | | | | | | 150% | | | | | Mark T. Horgan | | | | | 75% | | | | | | 100% | | | | | | 150% | | | | | Steven F. Siegel | | | | | 75% | | | | | | 100% | | | | | | 125% | | | | | Angela M. Aman | | | | | 75% | | | | | | 100% | | | | | | 150% | | |
In February 2020,2023, the Compensation Committee determined that the two corporate metrics under the 20202023 Annual Bonus Plan (75% of the bonus) would be SP NOI growth in Same Property Net Operating Income (“SP NOI”) per share and Funds From Operations (“FFO”)Nareit FFO per share. SP NOI growth is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed new development properties whichthat have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents, and other revenues) less direct property operating expenses (operating costs and real estate taxes). SP NOI excludes (i) corporate level expenses (including general and administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) accretion of above- and below- marketbelow-market leases, net of amortization of above-market leases and tenant inducements, net, (v) straight-line ground rent expense, and (vi)net, income (expense)or expense associated with the Company’s captive insurance company.company, depreciation and amortization, impairment of real estate assets, general and administrative expense, and other income and expense (including interest expense and gain on sale of real estate assets). Nareit FFO per share representsis defined as net income (loss), calculated in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect Nareit FFO on the same basis. In addition, when setting the metrics for Nareit FFO per share achievement under the 20202023 Annual Bonus Plan, the Compensation Committee determinedprovided that reportedmaximum, target, and threshold performance levels approved in 2023 for Nareit FFO wouldwere to be adjusted to exclude litigation and other non-routine legal expenses, and any other non-routine or one-timeloss on debt extinguishment of debt, net. For 2023, no adjustments to Nareit FFO were made for these expenses, in its discretion.as maximum performance was achieved notwithstanding these items. The following table shows the weighting assigned to each of the named executive officers for each fiscal 20202023 Annual Bonus Plan performance metric. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 46
| | Name | | | SP NOI | | | Nareit FFO | | | Individual
Goals* | | | | James M. Taylor Jr. | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | | | | Brian T. Finnegan | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | | | | Mark T. Horgan | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | | | | Steven F. Siegel | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | | | | Angela M. Aman | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
* 20% of Individual goals are comprised of individual ESG goals.
| Name | SP NOI | FFO | Individual
Component | | James M. Taylor Jr. | 37.5% | 37.5% | 25% | | Angela Aman | 37.5% | 37.5% | 25% | | Mark T. Horgan | 37.5% | 37.5% | 25% | | Brian T. Finnegan | 37.5% | 37.5% | 25% | | Steven F. Siegel | 37.5% | 37.5% | 25% |
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 56 | |
The table below sets forth the original threshold, target, and maximum corporate metrics established by the Compensation Committee in February 20202023 for the 20202023 Annual Bonus Plan: | Metric | 2020 Threshold | 2020 Target | 2020 Maximum | | SP NOI Growth | 2.75% | 3.125% | 3.50% | | FFO | $1.88/sh | $1.92/sh | $1.97/sh |
COVID-19 Impact
| | Metric | | | 2023
Threshold | | | 2023
Target | | | 2023
Maximum | | | | SP NOI Growth | | | | | 1.75% | | | | | | 2.75% | | | | | | 3.75% | | | | | Nareit FFO per share | | | | | $1.96 | | | | | | $1.99 | | | | | | $2.03 | | |
Individual Qualitative Accomplishments Mr. Taylor’s accomplishments included: •
Delivering strong operating metrics, including robust leasing spreads and contractual adjustments on 2020 Annual Bonus PlanThe onsetrental rates, as well as record total and small shop occupancy and annualized base rent (“ABR”) per square foot
•
Stabilizing $157 million of the COVID-19 pandemicvalue enhancing reinvestment projects, with $429 million of projects in the U.S. in March 2020 resulted in sudden and severe disruptions to the U.S and global economic environment. The pandemic, government responses to combat it, including widespread “stay-at-home” orders, restrictions on commercial activities, and social distancing guidelines have significantly and adversely impacted the U.S. economy and caused, among other things, a historic increase in unemployment and significant retailer store closures.These impacts, which occurred after the Compensation Committee had established the corporate targets for the 2020 Annual Bonus Plan set forth above, resulted in a significant changeprocess reinvestment pipeline
•
Harvesting $190 million of capital through non-core asset dispositions •
Overseeing ongoing enhancements in the Company’s operations, short-term strategy, and 2020 operating results, which directly, adversely and materially impacted our 2020 SP NOI and FFO results as follows:COVID-19 related government restrictions and “social distancing” guidelines forced many of our tenants to close stores, reduce hours or significantly limit service and customer traffic. This caused many of our tenants to face significant financial distress, which in turn resulted in significant increases in revenues deemed uncollectible, decreases in straight-line rental income, and decreases in base rent due to abatements and deferral agreements subject to lease modification treatment. During 2020 the Company recognized $64.3 million of revenues deemed uncollectible and a $34.7 million reversal of straight-line rental income, net, primarily related to COVID-19
The pandemic also resulted in lower levels of leasing productivity during 2020 and a decrease in rent spreads compared to pre-pandemic periods
To ensure ample liquidity throughout the pandemic, the Company increased its cash position through draws on its revolving credit facility,employee experience, resulting in increasedstrong employee retention
•
Ensuring ample financial capacity and flexibility and reducing interest expenserate risk, while decreasing debt to EBITDA to 6.0x and receiving a ratings upgrade from S&P Global Ratings To further protect its liquidity position during
•
Communicating and reinforcing the pandemic, the Company deferred capital expenditures on accretive redevelopment projects BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 47
In August 2020, the Compensation Committee met to discuss the impact of COVID-19 on the Company’s 2020 compensation program and concluded that the impact of the pandemic on operating conditions would make it impossible for the Company to achieve the 2020 Annual Bonus Plan corporate targets that were set in February 2020. The Compensation Committee also noted that the Board and management had significantly changed the Company’s near-term strategy to focus on resiliency, including through protecting the Company’s liquidity position, working with and supporting distressed tenants to mitigate delinquencies and vacancies, addressing the numerous operational and management challenges of operating during the pandemic in a safe and responsible manner, and preparing the Company to capitalize on post-pandemic opportunities. The Compensation Committee concluded that the 2020 Annual Bonus Plan, in its original form, would not achieve its purpose of motivating and retaining key executives and that the original targets could create incentives that were no longer consistent with the Company’s pandemic strategy.
The Compensation Committee determined that it was not advisable to make any adjustments to the 2020 Annual Bonus Plan during 2020 given the unpredictable nature of the pandemic and the inherent difficulty of predicting its potential impact. Rather, the Compensation Committee decided that it would continue to evaluate the performance throughout the year and evaluate whether discretion would need to be applied following year-end to determine final payouts under the plan. To this end, the Compensation Committee, with the assistance of its compensation consultant and the Chief Executive Officer, developed and then refined an alternative framework that the Compensation Committee could use to evaluate performance managing through the COVID-19 pandemic. This framework, referred to as the “Resilience Scorecard”, set forth criteria that the Compensation Committee believed supported the Company’s pandemic-response strategy, and could be used by the Compensation Committee in exercising discretion with respect to the corporate metric portion of the 2020 Annual Bonus plan award when bonus decisions were made in February 2021.
The Resilience Scorecard set forth the following six general categories by which company performance would be measured (with each general category containing between two and seven specific goals):
| • | Operations and leasing: Driving superior rent collection rates, enhancing tenant credit monitoring and reducing operating expenses |
| • | Supporting existing tenants through the crisis: Developing outdoor space solutions to facilitate curbside pickups, providing small shop tenants with assistance in accessing federal relief programs and increasing tenant communications |
| • | Employees: Increasing and enhancing communication for connectivity and engagement, prioritizing employee well-being and safety in addition to agility and resilience in adopting to new responsibilities and roles |
| • | Strengthening balance sheet and enhance liquidity: Obtaining credit facility amendments to provide covenant flexibility, opportunistically accessing the unsecured bond market and raising capital through select non-core dispositions |
| • | Reporting and communicating with stakeholders: Developing real-time internal reporting on store closures, rent collections and rent relief arrangements, and enhancing external disclosures on portfolio composition, rent collections and the financial impacts of deferral and abatement agreements and reserves on uncollected revenue |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 48
| • | Preparing for the recovery: Evaluating staffing needs to capitalize on future growth opportunities, refining internal monitoring of acquisition opportunities and advancing longer lead-time value-enhancing projects |
In applying the Resilience Scorecard, the Compensation Committee would assign a score for each general category of goals ranging from 0.75 to 1.25 based on the Compensation Committee’s determinationsuccess of the Company’s reinvestment strategy and portfolio and platform transformation with a broad group of stakeholders
•
Continuing property level sustainability improvements, execution of achievement forrenewable energy projects, and enhancing related reporting functionality and disclosures •
Promoting an inclusive work environment that general category, with 1.0 point representing target performance. The average score for eachreflects the diversity of the six categories would then be multiplied by the target amount attributed to the corporate metric portion of the award.In order to address risks related to misalignment of incentives given the Company’s pandemic strategycommunities served, including holding events such as unconscious bias training, heritage spotlights, and motivation and retention risks, the Compensation Committee directed the Chief Executive Officer to share with the Company’s executives the goals that were being considered by the Compensation Committee as it was developing the Resilience Scorecard.
In January 2021 the Compensation Committee confirmed that in determining the corporate metric portion of the 2020 Annual Bonus plan awards it would evaluate Company performance based on the Resilience Scorecard instead of the corporate metrics identified in February 2020 prior to the onset of the pandemic. The Compensation Committee also determined that since the original corporate metric targets were not achieved, it was appropriate to reduce the total amount that could be awarded with respect to the corporate metric portion of any named executive officer’s award to 65% of target for that officer related to the corporate metrics. The composition of the total award for each named executive officer was left unchanged (75% related to corporate metrics/Resilience Scorecard and 25% related to individual performance).
In exercising its discretion to rely on the Resilience Scorecard and to reduce the potential award related to corporate metrics, the Compensation Committee considered a number of factors including:
The pandemic had a dramatic adverse impact on the Company’s 2020 SP NOI and FFO (the original corporate metrics), and if these original corporate metrics were used to determine the corporate performance portion of the 2020 Annual Bonus Plan, the named executive officers would not receive any portion of the annual bonus attributable to corporate performance as the actual results for the original metrics were below the threshold level
The Company’s success in enhancing liquidity, driving exceptional leasing results in the second half of 2020, including industry-leading rent spreads, demonstrating outperformance relative to peers on rent collection levels and SP NOI results, and transitioning rapidly and effectively to an all-remote workforce
Enhanced retention risks given the Company’s recent outperformance relative to peers
The Compensation Committee’s belief, based on guidance from its independent compensation consultant, that exercising discretion in determining incentive compensation as a result of the impact of the pandemic would be consistent with market practice
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 49
cultural tradition exchanges 2020 Annual Bonus Plan Awards Paid
In February 2021, the Compensation Committee determined that the Company had achieved an overall score of 1.1667 on the Resilience Scorecard. Accordingly, the Compensation Committee determined that the corporate metric component of the award was achieved at 75.83% of target.
| (1) | Potential award attributable to corporate performance reduced to 65% of each officer’s target award related to corporate metrics, prior to modification by the Resilience Scorecard. |
| (2) | Resilience Scorecard modifier of corporate metric component of annual bonus award. Based on the average score for each of the six general categories on the resilience scorecard. |
| (3) | Achievement level for the corporate metric component of the award, which represents 75% of the total annual bonus, as modified by the Resilience Scorecard. The remaining 25% of the total annual bonus was determined based on individual qualitative performance of each executive, as described below. |
The Compensation Committee also assessed the individual qualitative performance for each named executive officer.
Mr. Taylor’s accomplishments included:
Providing leadership and direction at the onset of and throughout the COVID-19 pandemic
Ensuring adequate multi-year liquidity, including raising approximately $900 million of attractively price capital through unsecured notes offerings and dispositions
Balancing tenant needs with rent collections, providing accommodations for the tenant utilization of outdoor space and support in accessing federal assistance programs, and negotiating favorable short-term rent deferral and selective rent abatement agreements
Maintaining property operational standards and enhancing safety and cleanliness protocols, while minimizing unnecessary expenses for the Company and its tenants
Achieving strong second half 2020 leasing activity, expanding tenant base with new grocery concepts and improving intrinsic lease terms
Delivering over $110 million of reinvestment activity, despite shifting focus to preserve liquidity and mitigate revenue risk
Prioritizing employee health, wellness, safety, engagement and connectivity
Establishing a Diversity & Inclusion Leadership Council
Completing an employee survey, with results demonstrating high levels of engagement, satisfaction and progress compared to last survey completed in 2018
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 50
Continuing Corporate Responsibility efforts across the portfolio and organization; earning recognition from GRESB and Institutional Shareholders Services
Broadening and diversifying the Company’s institutional investor base through targeted new investor outreach
Delivering sector-leading total shareholder returns over the one- and three-year periods
Ms. Aman’s accomplishments included:
Completing three fully remote accounting cycles with no loss of efficiency or performance
Developing interdisciplinary quarterly process to assess credit risk across portfolio and enable judgments related to collectability
Managing Collections team to achieve industry-leading rent collection levels throughout the pandemic
Creating best-in-class COVID-19-related investor disclosure
Overseeing IT team in quickly and efficiently transitioning to fully remote workforce by providing, modifying and improving equipment, systems and technology tools, while focusing on high levels of customer service
Executing a senior unsecured credit facility amendment and two opportunistic unsecured notes offerings aggregating $800 million, and redeeming of $500 million of unsecured notes due in 2022
Launching ATM and Share Repurchase programs (pre-COVID-19 pandemic)
Broadening and diversifying the Company’s institutional investor base, and launching online property tour portal to more clearly communicate the impact of the Company’s value-enhancing reinvestment program
Mr. Horgan’s accomplishments included:
Leading the Company’s Investment Committee, which reviewed all major leases, redevelopments and property transactions
Directing the disposition of 17 assets aggregating approximately 1.6 million square feet for gross proceeds of over $125 million
Initiating and leading a process to identify opportunities to monetize attractively priced real estate in the context of the current market environment
Partnering with the Company’s regional Presidents to further refine the Company’s list of targeted acquisition opportunities
��
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 51
Mr. Finnegan’s accomplishments included: Steering•
Leading the execution of 6.26.3 million square feet of new and renewal leases including leases with leading retailersrobust leasing spreads and net effective rents, while continuing to add strong new to the Company’s portfolio while driving in-place annual basetenants •
Driving total occupancy to a record 94.7% and small shop occupancy to a record 90.3% •
Achieving rent spreads on new and renewal leases of 19.3% •
Achieving a record high new lease ABR of $21.92 per square foot, growth and improving intrinsic lease termsa 15% increase year over year •
Executing key strategic leases in order to facilitate key redevelopmentlaunch significant value enhancing reinvestment projects Partnering with Collections team to achieve industry-leading rent collection levels throughout the pandemic
Overseeing the negotiation of short-term rent deferral and selective rent abatement agreements with certain tenants impacted by COVID-19
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 57 | |
•
Efficiently addressing space recaptured in exchange for NAV enhancing lease concessionsbankruptcy at strong increases in base rent Enhancing website with a robust COVID-19 resource guide and supporting tenants and communities with
•
Increasing brand awareness through social media messagingvideo campaigns Pivoting to virtual retailer portfolio reviews and leasing conferences to enhance tenant engagement
Continuing to grow•
Including green lease provisions in the majority of the Company’s specialtynew leases Mr. Horgan’s accomplishments included: •
Monitoring and outparcel leasing programsevaluating the transactions market in order to quickly identify opportunities Increasing team utilization
•
Closing $190 million of technology toolsdispositions, exiting non-core markets and low growth / high risk assets •
Leading the Company’s Investment Committee and ensuring the appropriateness of the Company’s broader capital allocation decisions, including Salesforcereviewing redevelopments and traffic dataproperty transactions
•
Incorporating climate and natural hazard risk considerations in targeted acquisitions and dispositions Mr. Siegel’s accomplishments included: Overseeing•
Directing the execution of 1,400 new anchorand renewal lease agreements representing 6.3 million square feet Assisting in negotiation
•
Increasing adoption of short-form leases for small shop tenants to over 90% •
Reducing execution time frame for anchor leases by almost 10% •
Overseeing diligence and documentation of short-term rent deferral and selective rent abatement agreements related to COVID-19 Monitoringcapital recycling efforts, as well as monitoring legal aspects of all acquisitions and dispositions, reinvestmentsreinvestment projects and capital markets transactions
Overseeing
•
Implementing new processes and procedures to measure and ensure adoption of green lease provisions •
Maintaining the Company’s corporate governance practices, resulting in continuing third-party recognition Ms. Aman’s accomplishments included: •
Ensuring ample financial capacity and flexibility and reducing interest rate risk, management effortswhile decreasing debt to EBITDA to 6.0x and receiving a ratings upgrade from S&P Global Ratings Providing general oversight
•
Tendering for $200 million of all legal matters affectingbonds funded with a $200 million delayed draw term loan •
Executing interest rate and forward-starting swaps •
Further improving the Company’s data governance, warehousing and automation capabilities, and increasing integration between accounting and forecasting platforms •
Remaining vigilant in protecting Company assets by implementing cybersecurity products and following best practices •
Broadening the investor base with over 500 investor touchpoints, including governancecommunicating the Company’s reinvestment strategy and portfolio and platform transformation | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 58 | |
•
Enhancing CR related itemsreporting functionality and disclosures, ensuring alignment with applicable frameworks •
Automating Scope 1 and 2 GHG emissions calculations Based on this assessment the Compensation Committee determined that each of Messrs. Taylor, Finnegan, Horgan Finnegan and Siegel and Ms. Aman achieved between target and maximum performance with respect to their individual performance goals. Notwithstanding performance above target, the Compensation Committee further exercised its discretion to reduce each named executive officer’s individual achievement to target level.
Based on thesethe assessments of the corporate metrics and the individual performance goals, the Compensation Committee approved the 20202023 Annual Bonus Plan awards detailed in the following table: BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 52
| | Name | | | 2023 Base
Salary | | | Target
Bonus as a
Percentage
of Base
Salary | | | Target
Bonus
Potential | | | Actual 2023
Annual Bonus | | | Combined
Achievement
Factor as a
Percentage
of Target(1) | | | | James M. Taylor Jr. | | | | | $1,100,000 | | | | | | 175% | | | | | | $1,925,000 | | | | | | $2,433,750 | | | | | | 126% | | | | | Brian T. Finnegan | | | | | $575,000 | | | | | | 100% | | | | | | $575,000 | | | | | | $874,063 | | | | | | 152% | | | | | Mark T. Horgan | | | | | $575,000 | | | | | | 100% | | | | | | $575,000 | | | | | | $826,563 | | | | | | 143% | | | | | Steven F. Siegel | | | | | $475,000 | | | | | | 100% | | | | | | $475,000 | | | | | | $590,782 | | | | | | 124% | | | | | Angela M. Aman | | | | | $600,000 | | | | | | 100% | | | | | | $600,000 | | | | | | $895,935 | | | | | | 149% | | |
| Name | 2020
Base
Salary | Original
Target Bonus
as a % of
Base Salary | Original
Target Bonus
Potential | Actual 2020
Annual Bonus (1) | Bonus as a
% of
Original
Target | | James M. Taylor Jr. | $950,000 | 150% | $1,425,000 | $1,166,683 | 82% | | Angela Aman | $550,000 | 100% | $550,000 | $450,299 | 82% | | Mark T. Horgan | $525,000 | 100% | $525,000 | $429,831 | 82% | | Brian T. Finnegan | $500,000 | 75% | $375,000 | $307,022 | 82% | | Steven F. Siegel | $450,000 | 65% | $292,500 | $239,477 | 82% |
| (1) | The actual bonus amount is based on the weighted average of the corporate performance determination based on the Resilience Scorecard (75% weight) and the individual performance results (25% weight), in each case as determined by the Compensation Committee. |
Combined Achievement Factor as a Percentage of Target is calculated by dividing the Actual 2023 Annual Bonus by the Target Bonus Potential. With respect to each of Ms. Aman and Mr. Finnegan, 2023 Base Salary and Target Bonus Potential are presented without giving effect to salary increases that occurred in October 2023 in connection with their respective promotions; however, their Actual 2023 Annual Bonus was pro-rated based on the effective date of their salary increases, and, accordingly, Combined Achievement Factor as a Percentage of Target reflects Actual 2023 Annual Bonus paid in relation to Target Bonus Potential without giving effect to said salary increases. Long-Term Equity Compensation
The Company grants long-term incentive awards to align the Company’s executives with stockholder interests, support long-term value creation, and promote the retention and stability of our executive management team.
Under the current executive long-term incentive program, 60% of total equity awards received by the named executive officers are in the form of PRSUs with a three-year performance measurement period commencing inat the beginning of the calendar year of grant (the “Performance Period”), based on relative total stockholder return (“TSR”) over such period. Performance over the three-year measurement period for the PRSUs (the “Performance Period”)Performance Period will be measured by the Compensation Committee after the completion of the Performance Period (the “Measurement Date”). Of the PRSUs that are earned, 50% will vest on the Measurement Date and 25% will vest on January 1 of each of the next two succeeding years.
The total number of PRSUs that can be earned is between 0% (for below threshold performance) and 200% (for maximum performance) of the target level, based on the Company’s TSR performance compared to the constituent companies in the FTSE NAREITNareit Equity Shopping Centers Index. If the Company’s TSR during the measurement period is negative, the maximum | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 59 | |
number of PRSUs that may be earned (notwithstanding relative TSR achievement above the target level) is limited to 100% of the target level. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 53
The threshold, target, above target, and maximum performance levels of relative TSR (measured on a compounded annual basis over the measurement period) are as follows: | | Level of Achievement | | | Relative TSR Achieved | | | Percentage of Award Earned | | | | Below Threshold | | | Below the 37.5th percentile | | | | | 0% | | | | | Threshold | | | 37.5th percentile | | | | | 50% | | | | | Target | | | 50th percentile | | | | | 100% | | | | | Above Target | | | 62.5th percentile | | | | | 150% | | | | | Maximum | | | 75th percentile | | | | | 200% | | |
To encourage retention, the remaining 40% of total equity awards received by the named executive officers are granted in the form of service-based restricted stock units (“Service RSUs”) that vest in three equal annual installments beginning on January 1 of the succeeding year. In order to incentivize and reward superior performance, the Service RSUs have an attached an outperformance modifier, referred to as Outperformance RSUs that can increase the original Service RSU award based on the Company’s financial and operational outperformance over a specified measurement period. The number of Outperformance RSUs that may be earned is equal to between zero0.00 and 2.00 times the number of Service RSUs initially granted, based on the achievement of specified SP NOI and Nareit FFO per share growth and SP NOI growth hurdles, which were considered athurdles; provided, however, commencing with the timeawards granted in 2024, in no event shall the number of grant not probableOutperformance RSUs earned exceed 1.00 times the number of being achieved. TheService RSUs if the number of PRSUs earned during the measurement period for thedid not equal or exceed target level. The Outperformance RSUs isare assessed based on a three calendar-yearthree-year performance measurement period commencing in the calendar year of grant (except that with respect to(i.e., the 2018 grants, the Outperformance RSUs have a two-yearsame measurement period ending on December 31, 2020)as the PRSUs granted in that year). To the extent earned and granted, 50% of the Outperformance RSUs will vest on the Measurement Date and 25% will vest on January 1 of each of the next two succeeding years.
In 2020,2023, the Compensation Committee determined to grant the named executive officers the below number of PRSUs and Service RSUs.| Named Executive Officer | Target PRSUs | Service RSUs | | James M. Taylor Jr. | 91,649 | 61,100 | | Angela Aman | 33,604 | 22,404 | | Mark T. Horgan | 32,077 | 21,385 | | Brian T. Finnegan | 30,549 | 20,367 | | Steven F. Siegel | 26,730 | 17,821 |
RSUs detailed below. | | Named Executive Officer | | | Target PRSUs | | | Service RSUs | | | | James M. Taylor Jr. | | | | | 101,436 | | | | | | 67,625 | | | | | Brian T. Finnegan | | | | | 32,967 | | | | | | 21,978 | | | | | Mark T. Horgan | | | | | 32,967 | | | | | | 21,978 | | | | | Steven F. Siegel | | | | | 22,822 | | | | | | 15,216 | | | | | Angela M. Aman | | | | | 40,574 | | | | | | 27,050 | | |
Any Outperformance RSUs earned with respect to the 20202023 Service RSUs will be earned and granted following the end of the measurement period on December 31, 2022,2025, as described above. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 54
Forfeiture of PRSUs and Outperformance RSUs
In general, unvested PRSUs are forfeited and Outperformance RSUs are not granted to the extent the applicable performance criteria are not achieved as of the end of the performance periodPerformance Period or | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 60 | |
as of any termination of employment. Upon a qualifying termination of employment by the Company without cause, or a resignation by the executive that is as a result of good reason (each as(as defined in the award agreements), a portion of the PRSUs and Outperformance RSUs will be eligible to become earned in the case of PRSUs or earned and granted in the case of Outperformance RSUs, and vested, based on actual performance through the date of termination or good reason resignation and subject to proration based on the number of days during the applicable performance periodPerformance Period that the executive was employed. The foregoing will also be applicable with respect to the PRSUs upon the executive’s retirement (as defined in the award agreements). Upon a change in control during any performance period,Performance Period, a portion of the PRSUs will become earned or Outperformance RSUs will be earned and granted based on actual performance through the date of the change in control. In addition, in general, unvested Service RSUs are forfeited upon a voluntary termination of employment; however, upon a qualifying termination, of employment by the Company without cause, or a resignation by the executive that is as a result of good reason (each as defined in the award agreements), all unvested Service RSUs will automatically and immediately vest as of the date of such qualifying termination. Dividends
Dividend equivalents will be paid currently on unvested Service RSUs. Dividend equivalents will accrue and be paid only on earned PRSUs.fully vested PRSUs at the time of vesting. Dividend equivalents will only be paid on Outperformance RSUs from and after the date granted.2018they are fully vested.
2021 PRSU Awards Performance Determination
The performance criteria for the 20182021 PRSU awards, which performance periodPerformance Period began on January 1, 20182021 and ended on December 31, 2020,2023, was the percentile ranking of the Company’s TSR over the performance periodPerformance Period relative to the TSR of the 17 REITs included in the FTSE NAREITNareit Equity Shopping Centers Index over the performance periodentirety of the Performance Period (the “Percentile Ranking”). The threshold, target, above target, and maximum performance levels of relative TSR (measured on a compounded annual basis over the measurement period)Performance Period) for the 20182021 PRSU awards are described in the second table above. For the three year period ended December 31, 2020,2023, the Company outperformed all 17 REITs in the peer index and itsCompany’s absolute TSR was positive. Accordingly,positive and the Company’s Percentile Ranking was 100%55.9%, which resulted in an award payout of 200%.123.8% of target. Of the PRSUs that were earned, 50% vested on February 2, 2021,January 31, 2024, 25% will vest on January 1, 20222025 and 25% will vest on January 1, 2023.BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 55
2018
2021 Outperformance RSU Awards Performance Determination
The performance periodPerformance Period for the 20182021 Outperformance RSU awards began on January 1, 20192021 and ended on December 31, 2020.2023. The performance criteria was based on the achievement of specified SP NOI and Nareit FFO per share growth and SP NOI growth hurdles, which were considered at the time of grant not probable of being achieved. Although at December 31, 2019With respect to the Company was on track to achieve between target and maximum SP NOI performance and below threshold FFO performance, as a result of the impact of COVID-19, the Company did not achieve the threshold level of performancegrowth rate metric, for the two yearsthree year period ended December 31, 2020,2023, the Company achieved a compounded growth rate of 6.3%, which was above the maximum level of 4%, and thus no awards were earned. Givenearned at the impactmaximum level. With respect to the Nareit FFO per share growth metric, for the three year period ended December 31, 2023, the Company achieved a compounded growth rate of COVID-196.9%, which was above the maximum level of 6%, and thus awards were earned at the maximum level. Of the OPRSUs that were earned, 50% vested on the applicable performance targets, the Compensation Committee considered making adjustments to these awards, but determined not to do so.January 31, 2024, 25% will vest on January 1, 2025 and 25% will vest on January 1, 2026. Other Employee Benefits and Perquisites
We provide to all our employees, including our named executive officers, with broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Our named executive officers are eligible to receive the sameThese benefits includinginclude life and health benefits and vacation, | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 61 | |
holiday, and sick time that are available to all employees.time. Our employees, including the named executive officers, are also eligible to participate in a tax-qualified 401(k) plan. Employees may contribute to the 401(k) , plan, on a pre-tax basis, between 0% and 50% of their annual pay, up to the maximum allowable amount permitted by the IRS, and we match 100% of the first 3% of the employee’s annual pay in order to encourage employee participation. Our employees, including our named executive officers, alsoare able to receive supplemental long-term disability coverage, and medical and dental benefits. These other employee benefits and perquisites are reflected in the “All Other Compensation” column of the “Summary Compensation Table” below and the accompanying footnote. The Board believes that providing modest perquisites is both customary among our peers and necessary for attracting and retaining talent.
The Board believes that severance arrangements are necessary to attract and retain the talent required for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 56
COMPENSATION ACTIONS TAKEN DURING 20212024 Base Salaries In February 2021, the Compensation Committee determined that Mr. Finnegan’s base salary would increase to $525,000 for 2021. In addition, the Company and Mr. Taylor renewed his employment agreement, which, among other things, increased his minimum base salary to $1,000,000, as described in more detail under “—Renewal of Chief Executive Officer Employment Agreement.”
The Compensation Committee further determined that the base salaries of the remainingfollowing named executive officers for 2021 would remain unchanged from 2020.2024 will increase as follows: | | Named Executive Officer | | | 2023 Base Salary | | | 2024 Base Salary | | | | Mark T. Horgan | | | | | $575,000 | | | | | | $600,000 | | | | | Steven F. Siegel | | | | | $475,000 | | | | | | $500,000 | | | | | Steven T. Gallagher | | | | | $350,000 | | | | | | $375,000 | | |
The Compensation Committee did not make any other changes to named executive officer base salaries for 2024. In February 2021,2024, the Compensation Committee determinedincreased Mr. Gallagher’s threshold, target and maximum payouts from 45%, 60% and 70% to increase the 2021 maximum annual bonus payout percentage for Ms. Aman from 125% to 150%52.5%, 70% and for Mr. Finnegan from 100% to 125%. In addition, the Company and Mr. Taylor renewed his employment agreement, which, among other things, increased his annual bonus payout percentages, as described in more detail under “—Renewal of Chief Executive Officer Employment Agreement.”In February 2021, the80%, respectively. The Compensation Committee determined thatdid not make any other changes to bonus ranges or the structure of the Annual Bonus PlanProgram.
The Compensation Committee did not make any material changes to the allocation of LTI awards between service-based vesting and performance-based vesting awards or to the performance metrics used, including for fiscal 2021 will not rely on the Resilience Scorecard framework utilized to determine the corporate performance portionoutperformance modifier of the 2020 Annual Bonus Plan but, consistent with prior practice, be based on corporate metrics (SP NOI and FFO) established by the Compensation Committee.Equity-Based Awards
At the February 2021 meeting,service-based awards.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 62 | |
In January 2024, the Compensation Committee determined to grant the named executive officers for 2024 (other than Ms. Aman), the following number of PRSUs at(at target levellevel) and Service RSUs (which(each of which are subject to the outperformance modifier), respectively: 167,575106,951 and 111,71771,302 for Mr. Taylor, 47,67946,791 and 31,78731,194 for Ms. Aman, 45,069Mr. Finnegan, 34,759 and 30,04723,173 for Mr. Horgan, 42,11124,063 and 28,07416,043 for Mr. FinneganSiegel and 37,5878,020 and 25,0585,348 for Mr. Siegel.Renewal of Chief Executive Officer Employment Agreement
In February 2021, the Company andGallagher. Mr. Taylor renewed his employment agreement forGallagher also received an additional five years. Pursuantgrant of 8,912 Service RSUs in connection with his appointment as interim Chief Financial Officer which are not subject to the terms of the amended employment agreement, the Company will pay Mr. Taylor a minimum annual base salary of $1,000,000. In addition, Mr. Taylor’s annual cash bonus payout percentages increased to 131.25% if threshold performance objectives are met, 175% if target performance objectives are met and 225% if maximum performance objectives are met (increased from 112.5%, 150% and 200% of annual base salary, respectively). Mr. Taylor’s minimum annual equity compensation beginning in 2021 was also increased to not less than $4,000,000 (from $3 million in prior years). See “Narrative Disclosure to Summary Compensation Table And Grants Of Plan-Based Awards Table-- Employment Agreements with Our Named Executive Officers” for a summary of the agreement, as amended.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 57
an outperformance modifier. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 63 | |
EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table provides summary information concerning the compensation paid or accrued by us to or on behalf of our named executive officers for 2020, 20192023, 2022, and 20182021 for services rendered to us during those fiscal years. Name and
Principal Position | | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($)(1) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($)(2) | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)(3) | | | All Other
Compensation
($)(4) | | | Total ($) | | James M. Taylor Jr.
Chief Executive Officer, President and Director | | | 2023 | | | 1,100,000 | | | — | | | 4,401,670 | | | — | | | 2,433,750 | | | — | | | 36,114 | | | 7,971,534 | | | | 2022 | | | 1,088,077 | | | — | | | 4,724,860 | | | — | | | 2,442,254 | | | — | | | 33,401 | | | 8,288,592 | | | | 2021 | | | 994,039 | | | — | | | 5,114,953 | | | — | | | 2,219,306 | | | — | | | 31,661 | | | 8,359,959 | | Brian T. Finnegan
Executive Vice President, Chief Revenue Officer | | | 2023 | | | 585,577 | | | — | | | 1,430,548 | | | — | | | 874,063 | | | — | | | 36,114 | | | 2,926,302 | | | | 2022 | | | 569,039 | | | — | | | 1,535,553 | | | — | | | 837,855 | | | — | | | 33,401 | | | 2,975,848 | | | | 2021 | | | 522,019 | | | — | | | 1,285,368 | | | — | | | 642,548 | | | — | | | 42,461 | | | 2,492,396 | | Mark T. Horgan
Executive Vice President, Chief Investment Officer | | | 2023 | | | 575,000 | | | — | | | 1,430,548 | | | — | | | 826,563 | | | — | | | 36,114 | | | 2,868,225 | | | | 2022 | | | 569,039 | | | — | | | 1,535,553 | | | — | | | 827,164 | | | — | | | 33,401 | | | 2,965,157 | | | | 2021 | | | 525,000 | | | — | | | 1,375,673 | | | — | | | 656,251 | | | — | | | 31,661 | | | 2,588,585 | | Steven F. Siegel
Executive Vice President, General Counsel and Secretary | | | 2023 | | | 475,000 | | | — | | | 990,354 | | | — | | | 590,782 | | | — | | | 27,324 | | | 2,083,460 | | | | 2022 | | | 472,019 | | | — | | | 1,063,067 | | | — | | | 572,907 | | | — | | | 24,977 | | | 2,132,970 | | | | 2021 | | | 450,000 | | | — | | | 1,147,281 | | | — | | | 382,500 | | | — | | | 23,641 | | | 2,003,422 | | Angela M. Aman
President, Chief Financial Officer and Treasurer | | | 2023 | | | 610,577 | | | — | | | 1,760,657 | | | — | | | 895,935 | | | — | | | 27,190 | | | 3,294,359 | | | | 2022 | | | 594,039 | | | — | | | 1,889,915 | | | — | | | 886,187 | | | — | | | 25,163 | | | 3,395,304 | | | | 2021 | | | 550,000 | | | — | | | 1,455,339 | | | — | | | 812,941 | | | — | | | 23,917 | | | 2,842,197 | |
(1)
Amounts reported in fiscal 2023 include the aggregate grant date fair value of the PRSUs and Service RSUs (including the attached Outperformance RSU modifier) granted to the named executive officer in 2023, each calculated in accordance with FASB ASC Topic 718. For PRSUs, the grant date fair value calculation in the table above is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the 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. For Service RSUs, the grant date fair value calculation in the table above is based on the grant date stock price. More information on methodologies utilized for calculating the grant date fair value of the PRSUs and Service RSUs is found in Note 12 (Stock Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. Assuming the maximum level of performance is achieved with respect to the Outperformance RSUs, the aggregate grant date fair value of the PRSUs, Service RSUs, and Outperformance RSUs granted to each named executive officer would be as follows: $7,601,685 for Mr. Taylor; $2,470,547 for Mr. Finnegan; $2,470,547 for Mr. Horgan; $1,710,375 for Mr. Siegel and $3,040,663 for Ms. Aman. (2)
Amounts reported in fiscal 2023 reflect cash incentive awards earned by our named executive officers under the Annual Bonus Plan. These awards were based on pre-established, performance-based corporate financial metrics (75%) and individual goals (25%), the outcome of which was uncertain at the time the targets were established, and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual Bonus Plan payments is described above under “—Compensation Discussion and Analysis—Compensation Elements—Annual Bonus Plan Compensation.” (3)
We have no pension benefits, nonqualified defined contribution, or other nonqualified deferred compensation plans for executive officers. Name and
Principal Position
| BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 64 | | Year | | | | Salary
($)
| | | | Bonus ($) | | | | Stock Awards ($)(1) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compensation ($)(2) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | | | | All Other Compensation ($)(4) | | | | Total ($) | | James M. Taylor Jr.
Chief Executive Officer, President and Director
| | | 2020
2019
2018
| | | | 950,000
923,462
800,000
| | | | -
-
-
| | | | 2,945,001
3,512,804
2,999,994 | | | | -
-
- | | | | 1,166,683
1,752,666
1,220,425 | | | | -
-
- | | | | 31,642
31,495
30,290 | | | | 5,093,326
6,220,427
5,050,709
| | Angela Aman
Executive Vice President, Chief Financial Officer and Treasurer
| | | 2020
2019
2018
| | | | 550,000
541,154
500,000
| | | | -
-
-
| | | | 1,079,835
1,288,034
999,998 | | | | -
-
- | | | | 450,299
630,952
420,922 | | | | -
-
- | | | | 24,128
27,632
30,290 | | | | 2,104,262
2,487,772
1,951,210
| | Mark T. Horgan
Executive Vice President, Chief Investment Officer
| | | 2020
2019
2018
| | | | 525,000
516,154
475,000
| | | | -
-
-
| | | | 1,030,747
1,229,473
999,998 | | | | -
-
- | | | | 429,831
593,871
399,876 | | | | -
-
- | | | | 31,642
31,491
30,264 | | | | 2,017,220
2,370,989
1,905,138
| | Brian T. Finnegan
Executive Vice President, Chief Revenue Officer
| | | 2020
2019
2018
| | | | 500,000
491,154
450,000
| | | | -
-
-
| | | | 981,661
1,170,935
699,987 | | | | -
-
- | | | | 307,022
470,162
358,625 | | | | -
-
- | | | | 42,648
42,287
41,026 | | | | 1,831,331
2,174,538
1,549,638
| | Steven F. Siegel
Executive Vice President, General Counsel and Secretary
| | | 2020
2019
2018
| | | | 450,000
450,000
450,000
| | | | -
-
-
| | | | 858,944
966,009
824,997 | | | | -
-
- | | | | 239,477
364,050
325,564 | | | | -
-
- | | | | 28,848
28,701
27,349 | | | | 1,577,269
1,808,760
1,627,910
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Amounts reported in fiscal 2020 include the aggregate grant date fair value of the PRSUs and Service RSUs (including the attached Outperformance RSU modifier) granted to the named executive officer in 2020, each calculated in accordance with FASB ASC Topic 718. For PRSUs, the grant date fair value calculation in the table above assumes that the target level of performance is achieved. More information on methodologies made when calculating the grant date fair value of the PRSUs and Service RSUs is found in Notes 1 (Nature of Business and Financial Statement Presentation) and 12 (Stock Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2020. Assuming the maximum level of performance is achieved, the maximum possible value of PRSUs and Service RSUs (and assuming maximum performance achievement on Outperformance RSUs) granted to each named executive officer is as follows: $7,090,006 for Mr. Taylor; $2,599,684 for Ms. Aman; $2,481,496 for Mr. Horgan; $2,363,330 for Mr. Finnegan; and $2,067,892 for Mr. Siegel. |
| (2) | Amounts reported in fiscal 2020 reflect cash incentive awards earned by our named executive officers under the Annual Bonus Plan. These awards were based on pre-established, performance-based corporate financial targets (75%) and individual qualitative goals (25%), the outcome of which was uncertain at the time the targets were established, and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual Bonus Plan payments is described above under “Compensation Discussion and Analysis—Compensation Elements—Annual Bonus Plan Compensation.” |
| (3) | We have no pension benefits, nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers. |
| (4) | All Other Compensation for 2020 for each named executive officer includes the following: |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 58
| Name | | Insurance Costs ($) (a) | | | Company Contribution to Defined Contribution Plans ($)(b) | | | Use of Company Auto or Auto Allowance ($) | | | Total ($) | | | James M. Taylor Jr. | | | 23,092 | | | | 8,550 | | | | - | | | | 31,642 | | | Angela Aman | | | 15,578 | | | | 8,550 | | | | - | | | | 24,128 | | | Mark T. Horgan | | | 23,092 | | | | 8,550 | | | | - | | | | 31,642 | | | Brian T. Finnegan | | | 23,298 | | | | 8,550 | | | | 10,800 | | | | 42,648 | | | Steven F. Siegel | | | 20,298 | | | | 8,550 | | | | - | | | | 28,848 | |
| (a) | Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums. |
| (b) | Represents the employer’s 401(k) plan matching contributions. |
(4)
All Other Compensation for 2023 for each named executive officer includes the following: | | Name | | | Insurance
Costs ($)(a) | | | Company
Contribution
to Defined
Contribution Plans
($)(b) | | | Total ($) | | | | James M. Taylor Jr. | | | | | 26,214 | | | | | | 9,900 | | | | | | 36,114 | | | | | Brian T. Finnegan | | | | | 26,214 | | | | | | 9,900 | | | | | | 36,114 | | | | | Mark T. Horgan | | | | | 26,214 | | | | | | 9,900 | | | | | | 36,114 | | | | | Steven F. Siegel | | | | | 17,424 | | | | | | 9,900 | | | | | | 27,324 | | | | | Angela M. Aman | | | | | 17,290 | | | | | | 9,900 | | | | | | 27,190 | | |
(a)
Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums. (b)
Represents the employer’s 401(k) plan matching contributions. FISCAL 20202023 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides supplemental information relating to grants of plan-based awards in fiscal 20202023 to help explain information provided above in our Summary Compensation Table.| | | | | | | | Estimated Future Payout
Under Non-Equity
Incentive Plan Awards(1) | | | Estimated Future Payout
Under Equity Incentive
Plan Awards | | | All Other Stock Awards: | | | | Grant Date Fair Value | | | Name | | Grant Date | | | Award Type | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Number of Shares of Stock Or Units (#) | | | | of Stock and Option Awards(4) ($) | | | James M. Taylor Jr. | | | — | | | Cash Incentive | | | 1,068,750 | | | | 1,425,000 | | | | 1,900,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | 02/26/2020(2) | | | PRSUs | | | — | | | | — | | | | — | | | | 45,824 | | | | 91,649 | | | | 183,298 | | | | — | | | | 1,744,997 | | | | | | 02/26/2020(3) | | | Service RSUs | | | — | | | | — | | | | — | | | | 61,100 | | | | 61,100 | | | | 183,300 | | | | — | | | | 1,200,004 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Angela Aman | | | — | | | Cash Incentive | | | 412,500 | | | | 550,000 | | | | 687,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | 02/26/2020(2) | | | PRSUs | | | — | | | | — | | | | — | | | | 16,801 | | | | 33,604 | | | | 67,208 | | | | — | | | | 639,820 | | | | | | 02/26/2020(3) | | | Service RSUs | | | — | | | | — | | | | — | | | | 22,404 | | | | 22,404 | | | | 67,212 | | | | — | | | | 440,015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark Horgan | | | — | | | Cash Incentive | | | 393,750 | | | | 525,000 | | | | 656,250 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | 02/26/2020(2) | | | PRSUs | | | — | | | | — | | | | — | | | | 16,037 | | | | 32,077 | | | | 64,154 | | | | — | | | | 610,746 | | | | | | 02/26/2020(3) | | | Service RSUs | | | — | | | | — | | | | — | | | | 21,385 | | | | 21,385 | | | | 64,155 | | | | — | | | | 420,001 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian T. Finnegan | | | — | | | Cash Incentive | | | 280,000 | | | | 375,000 | | | | 500,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | 02/26/2020(2) | | | PRSUs | | | — | | | | — | | | | — | | | | 15,273 | | | | 30,549 | | | | 61,098 | | | | — | | | | 581,653 | | | | | | 02/26/2020(3) | | | Service RSUs | | | — | | | | — | | | | — | | | | 20,367 | | | | 20,367 | | | | 61,101 | | | | — | | | | 400,008 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Steven F. Siegel | | | — | | | Cash Incentive | | | 220,500 | | | | 292,500 | | | | 382,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | 02/26/2020(2) | | | PRSUs | | | — | | | | — | | | | — | | | | 13,364 | | | | 26,730 | | | | 53,460 | | | | — | | | | 508,939 | | | | | | 02/26/2020(3) | | | Service RSUs | | | — | | | | — | | | | — | | | | 17,821 | | | | 17,821 | | | | 53,463 | | | | — | | | | 350,004 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | | Grant Date | | | Award Type | | | Estimated Future Payout
Under Non-Equity
Incentive Plan Awards(1) | | | Estimated Future Payout
Under Equity Incentive
Plan Awards | | | All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(#) | | | Grant
Date
Fair Value
of
Stock and
Option
Awards(4)
($) | | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | James M. Taylor Jr. | | | — | | | Cash Incentive | | | 1,443,750 | | | 1,925,000 | | | 2,475,000 | | | — | | | — | | | — | | | — | | | — | | | | 02/01/2023(2) | | | PRSUs | | | — | | | — | | | — | | | 50,717 | | | 101,436 | | | 202,872 | | | — | | | 2,801,662 | | | | 02/01/2023(3) | | | Service RSUs | | | — | | | — | | | — | | | 67,625 | | | 67,625 | | | 202,875 | | | — | | | 1,600,008 | | | Brian T. Finnegan | | | — | | | Cash Incentive | | | 431,250 | | | 575,000 | | | 862,500 | | | — | | | — | | | — | | | — | | | — | | | | 02/01/2023(2) | | | PRSUs | | | — | | | — | | | — | | | 16,483 | | | 32,967 | | | 65,934 | | | — | | | 910,549 | | | | 02/01/2023(3) | | | Service RSUs | | | — | | | — | | | — | | | 21,978 | | | 21,978 | | | 65,934 | | | — | | | 519,999 | | | Mark T. Horgan | | | — | | | Cash Incentive | | | 431,250 | | | 575,000 | | | 862,500 | | | — | | | — | | | — | | | — | | | — | | | | 02/01/2023(2) | | | PRSUs | | | — | | | — | | | — | | | 16,483 | | | 32,967 | | | 65,934 | | | — | | | 910,549 | | | | 02/01/2023(3) | | | Service RSUs | | | — | | | — | | | — | | | 21,978 | | | 21,978 | | | 65,934 | | | — | | | 519,999 | | | Steven F. Siegel | | | — | | | Cash Incentive | | | 356,250 | | | 475,000 | | | 593,750 | | | — | | | — | | | — | | | — | | | — | | | | 02/01/2023(2) | | | PRSUs | | | — | | | — | | | — | | | 11,411 | | | 22,822 | | | 45,644 | | | — | | | 630,344 | | | | 02/01/2023(3) | | | Service RSUs | | | — | | | — | | | — | | | 15,216 | | | 15,216 | | | 45,648 | | | — | | | 360,011 | | | Angela M. Aman | | | — | | | Cash Incentive | | | 450,000 | | | 600,000 | | | 900,000 | | | — | | | — | | | — | | | — | | | — | | | | 02/01/2023(2) | | | PRSUs | | | — | | | — | | | — | | | 20,287 | | | 40,574 | | | 81,148 | | | — | | | 1,120,654 | | | | 02/01/2023(3) | | | Service RSUs | | | — | | | — | | | — | | | 27,050 | | | 27,050 | | | 81,150 | | | — | | | 640,003 | |
(1)
Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. Amounts are based on individual bonus ranges as a percentage of base salary for each executive. With respect to each of Ms. Aman and Mr. Finnegan, threshold, target, and maximum amounts presented are based on salaries that were in effect prior to increases that became effective in October 2023 in connection with their promotions. The actual amounts paid to each named executive officer during 2023 are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the accompanying footnote. (2)
Reflects PRSUs granted during 2023. (3)
Amounts in the “Threshold” and “Target” columns reflect Service RSUs granted during 2023. Amounts in the “Maximum” column reflect the aggregate of the Service RSUs and Outperformance RSUs that may be granted with respect to each RSU award, assuming maximum outperformance based on SP NOI and Nareit FFO per share growth between January 1, 2023 and December 30, 2025. Assuming maximum outperformance on the relevant outperformance metrics, Messrs. Taylor, Finnegan, Horgan and Siegel and | | (1)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 65 | Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. Amounts are based on individual bonus ranges as a percentage of base salary for each executive. |
| (2) | Reflects PRSUs granted during 2020. |
| (3) | Amounts in the “Threshold” and “Target” columns reflect Service RSUs granted during 2020. The amounts in the “Maximum” column reflect the aggregate of the Service RSUs and Outperformance RSUs that may be granted with respect to each RSU award, assuming maximum outperformance based on FFO per share and SP NOI growth between January 1, 2020 and December 30, 2022. Assuming maximum outperformance on the relevant outperformance metrics, Messrs. Taylor, Horgan, Finnegan and Siegel and Ms. Aman will be entitled to be granted up to 122,200, 42,770, 40,734, 35,642 and 44,808, respectively, of Outperformance RSUs (which results in a maximum grant of 183,300, 64,155, 61,101, 53,463 and 67,212, respectively, total shares eligible to be received upon vesting assuming maximum performance collectively with respect to the Outperformance RSUs and the underlying service based RSUs). For more information see “Compensation Discussion and Analysis—Long-Term Equity Compensation.” |
| (4) | Represents the grant date fair value (at target level) granted during 2020 calculated in accordance with FASB ASC Topic 718 and as described in footnote 1 to the “Summary Compensation Table.” |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 59
Ms. Aman will be entitled to be granted up to 135,250, 43,956, 43,956, 30,432 and 54,100, respectively, of Outperformance RSUs (which results in a maximum grant of 202,875, 65,934, 65,934, 45,648 and 81,150, respectively, total shares eligible to be received upon vesting assuming maximum performance with respect to the Outperformance RSUs and the underlying service based RSUs). For more information see “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation.” (4)
Represents the grant date fair value (at target level) granted during 2023 calculated in accordance with FASB ASC Topic 718 and as described in footnote 1 to the “Summary Compensation Table.” NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
The principal terms of the employment agreements of each of our named executive officers are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as(as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”
Employment Agreements with Our Named Executive Officers
The employment agreements with each of our named executive officers contain substantially similar terms. Under the employment agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement, and an annual bonus based on the achievement of specified Company financial goalsmetrics and individual goals. If these goals are achieved, each executive may receive an annual cash bonus equal to a percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all employee benefit plans, programs, and arrangements made available to other executive officers generally.
Under the employment agreements, a “constructive termination” is deemed to occur upon specified events, subject, in each case, to specified notice and cure periods. Such specified events include a reduction in the executive’s annual salary or incentive compensation opportunities, wherea delay in the payment of the executive’s compensation or other material employee benefit, are not paid when due, upon a material reduction in the executive’s authority or responsibilities, upona specified relocation eventsevent or, in the case of Messrs. Finnegan and Siegel, where the Company electsCompany’s election not to renew the executive’s employment agreement.
Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees, customers, and affiliates at all times during the named executive officer’s employment, and for one or two years after specified terminations of the named executive officer’s employment (other than for cause).
Following are the material provisions of the employment agreements of our named executive officers.
Taylor Employment Agreement
Mr. Taylor’s employment agreement provides that he is to serve as Chief Executive Officer and President. As discussed above,The employment agreement will expire on May 20, 2026 unless the Company and Mr. Taylor entered into an amendmentelect to extend or renew the term. Mr. Taylor’s employment agreement to extend the term of his employment to May 20, 2026. Mr. Taylor’s amended employment agreement may be terminated by eitherprovides that the Company orwill pay Mr. Taylor at any time and for any reason with proper notice. Mr. Taylor’s amended employment agreement increases hisa minimum annual base salary toof $1,000,000. Pursuant to the terms of the amended employment agreement, beginning with the 2021 annual bonus, Mr. Taylor is also eligible to receive an annual cash bonus of 131.25% of his annual base salary if threshold performance objectives are met; 175% of his annual base salary if target performance objectives are met; and 225% of his annual base salary forif maximum performance (increased from 112.5%, 150% and 200% of annual base salary, respectively).objectives are met. Mr. Taylor’s minimum annual equity compensation beginning in 2021 was also increased tomay not be less than $4,000,000 (from $3 million in prior years).$4,000,000. For information about the actual base salary paid and bonus range applicable in 2020,2023, see “— | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 66 | |
“Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 60
AmanFinnegan Employment Agreement
Ms. Aman’s
In September 2023, the Company and Mr. Finnegan entered into an amendment to Mr. Finnegan’s employment agreement as amended, provides that she is to serve as Executive Vice President, Chief Financial Officer and Treasurer. The term of Ms. Aman’s employment agreement continues until May 20, 2022 and may be terminated by either the Company or Ms. Aman at any time and for any reasonin connection with proper notice. The agreement provides that the Company will pay Ms. Aman a minimum annual base salary of $500,000. Ms. Aman is also eligible to receive a minimum annual bonus of 56% of her annual base salary if threshold performance objectives are met; 75% of her annual base salary if target performance objectives are met; and 100% of her annual base salary for top performance. For information about the actual base salary paid and bonus range applicable in 2020, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.Horgan Employment Agreement
his promotion. Mr. Horgan’sFinnegan’s employment agreement, as amended, provides that he is to serve as Senior Executive Vice President and Chief InvestmentOperating Officer. The term of Mr. Horgan’s employment agreement continues until May 20, 2022expires on September 30, 2026 and may be terminated by the Company or Mr. Horgan at any time and for any reason with proper notice. The agreement provides that the Company will pay Mr. Horgan a minimum annual base salary of $475,000. Mr. Horgan is also eligible to receive a minimum annual bonus of 56% of his annual base salary if threshold performance objectives are met; 75% of his annual base salary if target performance objectives are met; and up to a maximum of 100% of his annual base salary for top performance. For information about the actual base salary paid and bonus range applicable in 2020, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above. Finnegan Employment Agreement
Mr. Finnegan’s employment agreement provides that he is to serve as Executive Vice President, Leasing (which title was changed to Executive Vice President, Chief Revenue Officer in 2020) and is eligible to receive a minimum annual base salary of $275,000. Mr. Finnegan is also eligible to receive a minimum annual bonus of 45% of his annual base salary if threshold performance objectives are met; 60% of his annual base salary if target performance objectives are met; and up to a maximum of 85% of his annual base salary for top performance. Mr. Finnegan’s employment agreement extends automatically after such date for one-year periods unless either the Company or Mr. Finnegan elects not to extend the term. Mr. Finnegan’s employment agreement provides that the Company will pay Mr. Finnegan a minimum annual base salary of $625,000. Mr. Finnegan is also eligible to receive an annual cash bonus of 75% of his annual base salary if threshold performance objectives are met; 100% of his annual base salary if target performance objectives are met; and 150% of his annual base salary if maximum performance objectives are met. Mr. Finnegan’s minimum annual equity compensation may not be less than $1,750,000. For information about the actual base salary paid
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 61
and bonus range applicable in 2020,2023, see “—Compensation“Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.
Horgan Employment Agreement Mr. Horgan’s employment agreement provides that he is to serve as Executive Vice President, Chief Investment Officer. The employment agreement will expire on May 20, 2025 unless the Company or Mr. Horgan elect to extend the term. Mr. Horgan’s employment agreement provides that the Company will pay Mr. Horgan a minimum annual base salary of $575,000. Mr. Horgan is also eligible to receive an annual cash bonus of 75% of his annual base salary if threshold performance objectives are met; 100% of his annual base salary if target performance objectives are met; and 150% of his annual base salary if maximum performance objectives are met. Mr. Horgan’s minimum annual equity compensation may not be less than $1,300,000. For information about the actual base salary paid and bonus range applicable in 2023, see “Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above. Siegel Employment Agreement
Mr. Siegel’s employment agreement, as amended, provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive a minimum annual base salary of $421,199. Mr. Siegel is also eligible to receive a minimuman annual cash bonus of 48.75% of his annual base salary if threshold performance objectives are met; 65% of his annual base salary if target performance objectives are met; and up to a maximum of 85% of his annual base salary for top performance.if maximum performance objectives are met. Mr. Siegel’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Siegel elects not to extend the term. For information about the actual base salary paid and bonus range applicable in 2020,2023, see “—Compensation“Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.
Aman Employment Agreement In September 2023, the Company and Ms. Aman entered into an amendment to Ms. Aman’s employment agreement in connection with her promotion. Due to Ms. Aman’s departure from the Company effective January 19, 2024, Ms. Aman’s employment agreement is no longer effective. Ms. Aman’s employment agreement, as amended, provided that she was to serve | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 67 | |
as President, Chief Financial Officer and Treasurer. Ms. Aman’s employment agreement provided that the Company pay Ms. Aman a minimum annual base salary of $650,000. Ms. Aman was also eligible to receive an annual cash bonus of 75% of her annual base salary if threshold performance objectives were met; 100% of her annual base salary if target performance objectives were met; and 150% of her annual base salary if maximum performance objectives were met. Ms. Aman’s minimum annual equity compensation was not be less than $1,800,000. For information about the actual base salary paid and bonus range applicable in 2023, see “Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above. OUTSTANDING EQUITY AWARDS AT 20202023 FISCAL YEAR END
The following table provides information regarding outstanding awards made to our named executive officers as of December 31, 2020.| Name | | Number of Shares
or Units of Stock
That Have Not
Vested (#) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(1) | | | 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) | | | James M. Taylor, Jr. | | | 25,284 (2) | | | | 418,450 | | | | 227,560 (7) | | | | 3,766,118 | | | | | | 45,766 (3) | | | | 757,427 | | | | 205,950 (8) | | | | 3,408,473 | | | | | | 61,100 (4) | | | | 1,011,205 | | | | 34,324 (9) | | | | 568,062 | | | | | | 51,609( 5) | | | | 854,129 | | | | 91,649 (10) | | | | 1,516,791 | | | | | | | | | | | | | | 30,550 (11) | | | | 505,602 | | | Angela Aman | | | 8,428 (2) | | | | 139,483 | | | | 75,854 (7) | | | | 1,255,384 | | | | | | 16,780 (3) | | | | 277,709 | | | | 75,516 (8) | | | | 1,249,790 | | | | | | 22,404 (4) | | | | 370,786 | | | | 12,584 (9) | | | | 208,265 | | | | | | 11,778 (6) | | | | 194,926 | | | | 33,604 (10) | | | | 556,146 | | | | | | 17,203 (5) | | | | 284,710 | | | | 11,200 (11) | | | | 185,360 | | | Mark Horgan | | | 8,428 (2) | | | | 139,483 | | | | 75,854 (7) | | | | 1,255,384 | | | | | | 16,018 (3) | | | | 265,098 | | | | 72,082 (8) | | | | 1,192,957 | | | | | | 21,385 (4) | | | | 353,921 | | | | 12,012 (9) | | | | 198,799 | | | | | | 9,582 (6) | | | | 158,582 | | | | 32,077 (10) | | | | 530,874 | | | | | | 17,203 (5) | | | | 284,709 | | | | 10,691 (11) | | | | 176,936 | | | Brian T. Finnegan | | | 5,899 (2) | | | | 97,628 | | | | 53,098 (7) | | | | 878,772 | | | | | | 15,255 (3) | | | | 252,470 | | | | 68,650 (8) | | | | 1,136,158 | | | | | | 20,367 (4) | | | | 337,074 | | | | 11,440 (9) | | | | 189,332 | | | | | | 8,600 (5) | | | | 142,330 | | | | 30,549 (10) | | | | 505,585 | | | | | | | | | | | | | | 10,183 (11) | | | | 168,529 | | | Steven F. Siegel | | | 6,953 (2) | | | | 115,072 | | | | 62,580 (7) | | | | 1,035,699 | | | | | | 12,585 (3) | | | | 208,282 | | | | 56,636 (8) | | | | 937,326 | | | | | | 17,821 (4) | | | | 294,938 | | | | 9,438 (9) | | | | 156,199 | | | | | | 15,912 (5) | | | | 263,343 | | | | 26,730 (10) | | | | 442,382 | | | | | | | | | | | | | | 8,910 (11) | | | | 147,461 | |
| | Name | | | Number of Shares or
Units of Stock That
Have Not Vested (#) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(1) | | | 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) | | | | James M. Taylor Jr. | | | 37,239(2) | | | 866,552 | | | 207,456(8) | | | 4,827,501 | | | | — | | | — | | | 223,434(9) | | | 5,199,309 | | | | 42,446(3) | | | 987,718 | | | 143,254(10) | | | 3,333,521 | | | | — | | | — | | | 31,832(11) | | | 740,731 | | | | 67,625(4) | | | 1,573,634 | | | 101,436(12) | | | 2,360,416 | | | | — | | | — | | | 33,811(13) | | | 786,782 | | | | 51,488(5) | | | 1,198,126 | | | — | | | — | | | | 91,648(6) | | | 2,132,649 | | | — | | | — | | | | 7,638(7) | | | 177,736 | | | — | | | — | | | | Brian T. Finnegan | | | 9,358(2) | | | 217,761 | | | 52,132(8) | | | 1,213,112 | | | | — | | | — | | | 56,148(9) | | | 1,306,564 | | | | 13,796(3) | | | 321,033 | | | 46,557(10) | | | 1,083,381 | | | | — | | | — | | | 10,344(11) | | | 240,705 | | | | 21,978(4) | | | 511,428 | | | 32,967(12) | | | 767,142 | | | | — | | | — | | | 10,987(13) | | | 255,667 | | | | 17,162(5) | | | 399,360 | | | — | | | — | | | | 30,548(6) | | | 710,852 | | | — | | | — | | | | 2,546(7) | | | 59,245 | | | — | | | — | | | | Mark T. Horgan | | | 10,016(2) | | | 233,072 | | | 55,794(8) | | | 1,298,326 | | | | — | | | — | | | 60,094(9) | | | 1,398,387 | | | | 13,796(3) | | | 321,033 | | | 46,557(10) | | | 1,083,381 | | | | — | | | — | | | 10,344(11) | | | 240,705 | | | | 21,978(4) | | | 511,428 | | | 32,967(12) | | | 767,142 | | | | — | | | — | | | 10,987(13) | | | 255,667 | | | | 18,020(5) | | | 419,325 | | | — | | | — | | | | 32,076(6) | | | 746,409 | | | — | | | — | | | | 2,672(7) | | | 62,177 | | | — | | | — | | | | Steven F. Siegel | | | 8,353(2) | | | 194,374 | | | 46,531(8) | | | 1,082,776 | | | | — | | | — | | | 50,116(9) | | | 1,166,199 | | | | 9,552(3) | | | 222,275 | | | 32,230(10) | | | 749,992 | | | | — | | | — | | | 7,160(11) | | | 166,613 | | | | 15,216(4) | | | 354,076 | | | 22,822(12) | | | 531,068 | | | | — | | | — | | | 7,608(13) | | | 177,038 | | | | 14,160(5) | | | 329,503 | | | — | | | — | | | | 26,732(6) | | | 622,053 | | | — | | | — | | | | 2,228(7) | | | 51,846 | | | — | | | — | |
| | (1)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 68 | Amounts reported are based on the closing market price of our common stock as of December 31, 2020. |
BRIXMOR PROPERTY GROUP ï
| | Name | | | Number of Shares or
Units of Stock That
Have Not Vested (#) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(1) | | | 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) | | | | Angela M. Aman | | | 10,596(2) | | | 246,569 | | | 59,024(8) | | | 1,373,488 | | | | — | | | — | | | 63,574(9) | | | 1,479,367 | | | | 16,980(3) | | | 395,125 | | | 57,300(10) | | | 1,333,371 | | | | — | | | — | | | 12,734(11) | | | 296,320 | | | | 27,050(4) | | | 629,454 | | | 40,574(12) | | | 944,157 | | | | — | | | — | | | 13,523(13) | | | 314,680 | | | | 18,880(5) | | | 439,338 | | | — | | | — | | | | 33,604(6) | | | 781,965 | | | — | | | — | | | | 2,800(7) | | | 65,156 | | | — | | | — | |
(1)
Amounts reported are based on the closing market price of our common stock on December 31, 2023. (2)
Reflects Service RSUs granted in 2021, PROXY STATEMENT ïPAGE 62which vested on January 1, 2024. (3)
Reflects Service RSUs granted in 2022, 50% of which vested on January 1, 2024 and 50% of which will vest on January 1, 2025. (4)
Reflects Service RSUs granted in 2023, 33% of which vested on January 1, 2024, and 33% of which will vest on January 1, 2025 and 33% of which will vest on January 1, 2026. (5)
Reflects RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2021, which vested on January 1, 2024. (6)
Reflects RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2022, 50% of which vested on January 1, 2024 and the remaining 50% of which will vest on January 1, 2025. (7)
Reflects Outperformance RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2022, 50% of which vested on January 1, 2024 and the remaining 50% of which will vest on January 1, 2025. (8)
Reflects PRSUs that have been earned between target and above target levels with respect to the three-year performance period ended December 31, 2023, 50% of which vested on January 31, 2024, 25% of which will vest on January 1, 2025 and 25% of which will vest on January 1, 2026. (9)
Reflects Outperformance RSUs that have been earned at maximum level with respect to the three-year performance period ended December 31, 2023, 50% of which vested on January 31, 2024, 25% of which will vest on January 1, 2025 and 25% of which will vest on January 1, 2026. (10)
As results to date indicate performance between target and above target levels, reflects PRSUs at above target level with respect to the performance period beginning on January 1, 2022 and ending on December 31, 2024. As more fully described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” PRSUs will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2024, 25% will vest on January 1, 2026, and 25% will vest on January 1, 2027. (11)
As results to date indicate performance at threshold level, reflects Outperformance RSUs at threshold level eligible to be granted in 2025 with respect to the performance period beginning on January 1, 2022 and ending on December 31, 2024. As more fully described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation”, Outperformance RSUs may be earned and granted based on achievement of SP NOI and Nareit FFO per share growth during the performance period. To the extent granted, 50% of Outperformance RSUs will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the performance period after December 31, 2024, 25% will vest on January 1, 2026, and 25% will vest on January 1, 2027. (12)
As results to date indicate performance between threshold and target levels, reflects PRSUs at target level with respect to the performance period beginning on January 1, 2023 and ending on December 31, 2025. As more fully described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” PRSUs will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2025, 25% will vest on January 1, 2027, and 25% will vest on January 1, 2028. (13)
As results to date indicate performance below threshold levels, reflects Outperformance RSUs at threshold level eligible to be granted in 2026 with respect to the performance period beginning on January 1, 2023 and ending on December 31, 2025. As more fully described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation”, Outperformance RSUs may be granted based on achievement of SP NOI and Nareit FFO per share growth during the performance period. To the extent granted, 50% of Outperformance RSUs will vest on the date the Compensation Committee confirms achievement of | | (2)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 69 | Reflects Service RSUs granted in 2018, which vested on January 1, 2021. |
| (3) | Reflects Service RSUs granted in 2019, 50% of which vested on January 1, 2021 and 50% of which will vest on January 1, 2022. |
| (4) | Reflects Service RSUs granted in 2020, one third of which vested on January 1, 2021, with the remaining two thirds vesting in two equal installments on January 1, 2022 and January 1, 2023. |
| (5) | Reflects RSUs that have been earned based on performance for the three-year performance period ended on December 31, 2019, 50% of which vested on January 1, 2021 and the remaining 50% of which will vest on January 1, 2022. |
| (6) | Reflects time-vesting RSUs granted pursuant to such officers’ employment agreements. These awards will vest on May 20, 2021. |
| (7) | Reflects PRSUs earned at the maximum performance level with respect to the award granted on February 28, 2018 for the three-year performance period ended December 31, 2020, 50% of which vested on February 2, 2021, 25% will vest on January 1, 2022 and 25% will vest on January 1, 2023. None of the 2018 Outperformance RSU awards, which had a performance period from January 1, 2019 through December 31, 2020, were earned for the period. |
| (8) | As results to date indicate performance at the maximum level, reflects PRSUs at maximum level granted on February 26, 2019 with respect to the performance period beginning on January 1, 2019 and ending on December 31, 2021. As more fully described above under “Compensation Discussion and Analysis—Long-Term Equity Compensation,” PRSUs will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2021, 25% will vest on January 1, 2023, and 25% will vest on January 1, 2024. |
| (9) | As results to date indicate performance below threshold, reflects Outperformance RSUs at threshold level eligible to be granted in 2022 with respect to the performance period beginning on January 1, 2019 and ending on December 31, 2021. As more fully described above under “Compensation Discussion and Analysis—Long-Term Equity Compensation”, Outperformance RSUs may be granted based on achievement of FFO per share and SP NOI growth during the performance period. To the extent granted, 50% of Outperformance RSUs will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the performance period after December 31, 2021, 25% will vest on January 1, 2023, and 25% will vest on January 1, 2024. |
| (10) | As results to date indicate performance at the target level, reflects PRSUs at target level granted on February 26, 2020 with respect to the performance period beginning on January 1, 2020 and ending on December 31, 2022. As more fully described above under “Compensation Discussion and Analysis—Long-Term Equity Compensation,” PRSUs will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2022, 25% will vest on January 1, 2024, and 25% will vest on January 1, 2025. |
| (11) | As results to date indicate performance below threshold, reflects Outperformance RSUs at threshold level eligible to be granted in 2023 with respect to the performance period beginning on January 1, 2020 and ending on December 31, 2022. As more fully described above under “Compensation Discussion and Analysis—Long-Term Equity Compensation”, Outperformance RSUs may be granted based on achievement of FFO per share and SP NOI growth during the performance period. To the extent granted, 50% of Outperformance RSUs will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the performance period after December 31, 2022, 25% will vest on January 1, 2024, and 25% will vest on January 1, 2025. |
the performance metrics with respect to the performance period after December 31, 2025, 25% will vest on January 1, 2027, and 25% will vest on January 1, 2028. OPTION EXERCISES AND STOCK VESTED IN FISCAL 20202023 The following table provides information regarding the amounts received by our named executive officers upon the vesting of stock or similar instruments during our most recent fiscal year. We do not have any outstanding options. | Name | | Number of Shares Acquired on Vesting (#)(1) | | | Value Received on Vesting ($) (1)(2) | | | James M. Taylor Jr. | | | 113,941 | | | | 2,360,589 | | | Angela Aman | | | 50,522 | | | | 930,451 | | | Mark T. Horgan | | | 47,944 | | | | 898,501 | | | Brian T. Finnegan | | | 24,491 | | | | 512,303 | | | Steven F. Siegel | | | 33,526 | | | | 693,148 | |
| | Name | | | Number of Shares
Acquired on Vesting (#)(1) | | | Value Received on
Vesting ($)(1)(2) | | | | James M. Taylor Jr. | | | | | 286,492 | | | | | | 6,593,068 | | | | | Brian T. Finnegan | | | | | 86,574 | | | | | | 1,995,397 | | | | | Mark T. Horgan | | | | | 95,776 | | | | | | 2,205,645 | | | | | Steven F. Siegel | | | | | 77,827 | | | | | | 1,793,004 | | | | | Angela M. Aman | | | | | 100,798 | | | | | | 2,321,121 | | |
(1)
Reflects the vesting of (i) Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2020 (“RSU 1”), (ii) Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2021 (“RSU 2”), (iii) Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2022 (“RSU 3”), (iv) PRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2018 and ending on December 31, 2020 (“RSU 4”), (v) PRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2019 and ending on December 31, 2021 (“RSU 5”), (vi) PRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2020 and ending on December 31, 2022 (“RSU 6”) and (vii) OPRSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2020 and ending on December 31, 2022 (“RSU 7”), in each case, as further described below. The terms of the RSUs are described above under “—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation.” (2)
Value received on vesting is based on the closing price of our common stock on the applicable vesting date. | | (1)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 70 | Reflects the vesting of (i) performance and time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2017 and ending on December 31, 2017 (“RSU 1”), (ii) time-vesting Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2018 (“RSU 2”), (iii) time-vesting Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2019 (“RSU 3”), (iv) performance and time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on January 1, 2017 and ending on December 31, 2019 (“RSU 4”) and (v) time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan pursuant to the employment agreements of Ms. Aman and Mr. Horgan (“RSU 5”), in each case, as further described below. The terms of the RSUs are described above under “—Compensation Discussion and Analysis—Long-Term Equity Compensation.” |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 63
| (2) | Value received on vesting is based on the closing price of our common stock on the applicable vesting date. |
| Name | | Award | | | Number of Vested Shares of Brixmor Property Group Inc. Common Stock (#) | | | Vesting Date | | Value Received on Vesting ($) | | | James M. Taylor Jr. | | RSU 1 | | | | 14,162 | | | 1/1/2020 | | | 306,041 | | | | | RSU 2 | | | | 25,284 | | | 1/1/2020 | | | 546,387 | | | | | RSU 3 | | | | 22,883 | | | 1/1/2020 | | | 494,502 | | | | | RSU 4 | | | | 51,612 | | | 2/26/20 | | | 1,013,660 | | | Angela Aman | | RSU 1 | | | | 4,721 | | | 1/1/2020 | | | 102,021 | | | | | RSU 2 | | | | 8,428 | | | 1/1/2020 | | | 182,130 | | | | | RSU 3 | | | | 8,391 | | | 1/1/2020 | | | 181,330 | | | | | RSU 4 | | | | 17,204 | | | 2/26/20 | | | 337,887 | | | | | RSU 5 | | | | 11,778 | | | 5/20/2020 | | | 127,085 | | | Mark Horgan | | RSU 1 | | | | 4,721 | | | 1/1/2020 | | | 102,021 | | | | | RSU 2 | | | | 8,428 | | | 1/1/2020 | | | 182,130 | | | | | RSU 3 | | | | 8,009 | | | 1/1/2020 | | | 173,074 | | | | | RSU 4 | | | | 17,204 | | | 2/26/20 | | | 337,887 | | | | | RSU 5 | | | | 9,582 | | | 5/20/2020 | | | 103,390 | | | Brian T. Finnegan | | RSU 1 | | | | 2,361 | | | 1/1/2020 | | | 51,021 | | | | | RSU 2 | | | | 5,899 | | | 1/1/2020 | | | 127,477 | | | | | RSU 3 | | | | 7,628 | | | 1/1/2020 | | | 164,841 | | | | | RSU 4 | | | | 8,603 | | | 2/26/20 | | | 168,963 | | | Steven F. Siegel | | RSU 1 | | | | 4,367 | | | 1/1/2020 | | | 94,371 | | | | | RSU 2 | | | | 6,953 | | | 1/1/2020 | | | 150,254 | | | | | RSU 3 | | | | 6,293 | | | 1/1/2020 | | | 135,992 | | | | | RSU 4 | | | | 15,913 | | | 2/26/20 | | | 312,531 | |
| Name | | | Award | | | Number of Vested
Shares of Brixmor
Property Group Inc.
Common Stock (#) | | | Vesting Date | | | Value Received
on Vesting ($) | | | James M. Taylor Jr. | | | RSU 1 | | | 20,367 | | | 1/1/2023 | | | 461,720 | | | | RSU 2 | | | 37,239 | | | 1/1/2023 | | | 844,208 | | | | RSU 3 | | | 21,223 | | | 1/1/2023 | | | 481,125 | | | | RSU 4 | | | 56,890 | | | 1/1/2023 | | | 1,289,696 | | | | RSU 5 | | | 51,456 | | | 1/1/2023 | | | 1,167,188 | | | | RSU 6 | | | 91,650 | | | 2/1/2023 | | | 2,168,439 | | | | RSU 7 | | | 7,637 | | | 2/1/2023 | | | 180,691 | | | Brian T. Finnegan | | | RSU 1 | | | 6,789 | | | 1/1/2023 | | | 153,907 | | | | RSU 2 | | | 9,358 | | | 1/1/2023 | | | 212,146 | | | | RSU 3 | | | 6,896 | | | 1/1/2023 | | | 156,332 | | | | RSU 4 | | | 13,274 | | | 1/1/2023 | | | 300,922 | | | | RSU 5 | | | 17,162 | | | 1/1/2023 | | | 389,063 | | | | RSU 6 | | | 30,550 | | | 2/1/2023 | | | 722,813 | | | | RSU 7 | | | 2,545 | | | 2/1/2023 | | | 60,215 | | | Mark T. Horgan | | | RSU 1 | | | 7,129 | | | 1/1/2023 | | | 161,614 | | | | RSU 2 | | | 10,016 | | | 1/1/2023 | | | 227,063 | | | | RSU 3 | | | 6,896 | | | 1/1/2023 | | | 156,332 | | | | RSU 4 | | | 18,964 | | | 1/1/2023 | | | 429,914 | | | | RSU 5 | | | 18,020 | | | 1/1/2023 | | | 408,513 | | | | RSU 6 | | | 32,078 | | | 2/1/2023 | | | 758,965 | | | | RSU 7 | | | 2,673 | | | 2/1/2023 | | | 63,243 | | | Steven F. Siegel | | | RSU 1 | | | 5,941 | | | 1/1/2023 | | | 139,682 | | | | RSU 2 | | | 8,353 | | | 1/1/2023 | | | 189,363 | | | | RSU 3 | | | 4,774 | | | 1/1/2023 | | | 108,227 | | | | RSU 4 | | | 15,646 | | | 1/1/2023 | | | 354,695 | | | | RSU 5 | | | 14,158 | | | 1/1/2023 | | | 320,962 | | | | RSU 6 | | | 26,728 | | | 2/1/2023 | | | 632,384 | | | | RSU 7 | | | 2,227 | | | 2/1/2023 | | | 52,691 | | | Angela M. Aman | | | RSU 1 | | | 7,468 | | | 1/1/2023 | | | 169,300 | | | | RSU 2 | | | 10,596 | | | 1/1/2023 | | | 240,211 | | | | RSU 3 | | | 8,488 | | | 1/1/2023 | | | 192,423 | | | | RSU 4 | | | 18,964 | | | 1/1/2023 | | | 429,914 | | | | RSU 5 | | | 18,878 | | | 1/1/2023 | | | 427,964 | | | | RSU 6 | | | 33,604 | | | 2/1/2023 | | | 795,071 | | | | RSU 7 | | | 2,800 | | | 2/1/2023 | | | 66,248 | |
PENSION BENEFITS FOR FISCAL 20202023 We have no pension benefits for our executive officers.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 20192023 We have no nonqualified defined contribution or other nonqualified compensation plans for our executive officers. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 64
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 71 | |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table describes the potential payments and benefits that would have been payable to our current named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change ofin control (“CIC”) occurred, in each case, on December 31, 2020,2023, the last business day of the 20202023 fiscal year. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the named executive officers. These include distributions of plan balances under our 401(k) savings plan and similar items. Except as notedWith respect to each of Ms. Aman and Mr. Finnegan, the amounts shown in footnote 4,the table are calculated without giving effect to the salary increases effective October 2023 in connection with their respective promotions. | Name | | | Cash
Incentive
($)(1) | | | Continuation
of Health
Benefits ($)(2) | | | Value of
Accelerated
Equity ($)(3)(4) | | | Total ($) | | | | | | | | | | | | | | | | | Qualifying Termination, no CIC(5) | | | 9,336,560 | | | 44,544 | | | 20,728,055 | | | 30,109,159 | | | Qualifying Termination, CIC(5) | | | 9,336,560 | | | 44,544 | | | 24,184,674 | | | 33,565,778 | | | CIC without Termination | | | — | | | — | | | 24,184,674 | | | 24,184,674 | | | Qualifying Retirement(6) | | | — | | | — | | | — | | | — | | | Death or Disability | | | 1,925,000 | | | — | | | 20,728,055 | | | 22,653,055 | | | | | | | | | | | | | | | | | Qualifying Termination, no CIC(5) | | | 3,205,403 | | | 29,696 | | | 5,962,821 | | | 9,197,920 | | | Qualifying Termination, CIC(5) | | | 3,205,403 | | | 29,696 | | | 7,086,250 | | | 10,321,349 | | | CIC without Termination | | | — | | | — | | | 7,086,250 | | | 7,086,250 | | | Qualifying Retirement(6) | | | — | | | — | | | — | | | — | | | Death or Disability | | | 575,000 | | | — | | | 5,962,821 | | | 6,537,821 | | | | | | | | | | | | | | | | | Qualifying Termination, no CIC(5) | | | 3,208,415 | | | 44,544 | | | 6,213,625 | | | 9,466,584 | | | Qualifying Termination, CIC(5) | | | 3,208,415 | | | 44,544 | | | 7,337,054 | | | 10,590,013 | | | CIC without Termination | | | — | | | — | | | 7,337,054 | | | 7,337,054 | | | Qualifying Retirement(6) | | | — | | | — | | | — | | | — | | | Death or Disability | | | 575,000 | | | — | | | 6,213,625 | | | 6,788,625 | | | | | | | | | | | | | | | | | Qualifying Termination, no CIC(5) | | | 2,380,407 | | | 23,637 | | | 4,870,062 | | | 7,274,106 | | | Qualifying Termination, CIC(5) | | | 2,380,407 | | | 23,637 | | | 5,647,815 | | | 8,051,859 | | | CIC without Termination | | | — | | | — | | | 5,647,815 | | | 5,647,815 | | | Qualifying Retirement(6) | | | — | | | — | | | 4,700,028 | | | 4,700,028 | | | Death or Disability | | | 475,000 | | | — | | | 4,870,062 | | | 5,345,062 | | | | | | | | | | | | | | | | | Qualifying Termination, no CIC(5) | | | 3,499,128 | | | 28,686 | | | 6,916,356 | | | 10,444,170 | | | Qualifying Termination, CIC(5) | | | 3,499,128 | | | 28,686 | | | 8,298,990 | | | 11,826,804 | | | CIC without Termination | | | — | | | — | | | 8,298,990 | | | 8,298,990 | | | Qualifying Retirement(6) | | | — | | | — | | | — | | | — | | | Death or Disability | | | 600,000 | | | — | | | 6,916,356 | | | 7,516,356 | |
(1)
Under their employment agreements, each of Messrs. Taylor, Finnegan, Horgan and Siegel and Ms. Aman is entitled to receive a cash severance amount that consists of an annual bonus in an amount equal to his or her | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 72 | |
target bonus, prorated based on the number of days during the fiscal year that such executive was employed prior to the termination date, plus in the case of a Qualifying Termination, an amount equal to the sum of (x) 250% of base salary for purposesMr. Taylor or 200% of base salary for the other named executive officers, and (y) the sum of such executive’s annual bonuses payable (if any) in respect of the table below, a “Qualifying Termination” referstwo fiscal years immediately prior to athe termination by BPG Subsidiary without “cause” (as defineddate. The named executive officers receive no cash severance in the named executive officers’ employment agreements) or bycase of a namedchange in control without termination. (2)
Reflects the cost of providing the executive officer aswith a resultcontinuation of medical, dental, and vision insurance under COBRA for a “constructive termination” (as defined under “Narrative Disclosure to Summary Compensation Tableperiod of twelve months (for Messrs. Finnegan and GrantsSiegel) or eighteen months (for Messrs. Taylor and Horgan and Ms. Aman) following the date of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”).| Name | | Cash
Incentive
($)(1) | | Continuation
of Health
Benefits ($)(2) | | Value of
Accelerated Equity
($)(3) | | Total ($) | | | James M. Taylor Jr. | | | | | | | | | | | Qualifying Termination, no CIC | | 6,773,091 | | 38,388 | | 9,584,966 | | 16,396,445 | | | Qualifying Termination, CIC | | 6,773,091 | | 38,388 | | 11,732,593 | | 18,544,072 | | | CIC without Termination | | — | | — | | 11,732,593 | | 11,732,593 | | | Death or Disability Termination | | 1,425,000 | | — | | 9,584,966 | | 11,009,966 | | | Angela Aman | | | | | | | | | | | Qualifying Termination, no CIC | | 2,701,874 | | 24,722 | | 3,541,468 | | 6,268,064 | | | Qualifying Termination, CIC | | 2,701,874 | | 24,722 | | 4,328,934 | | 7,055,530 | | | CIC without Termination | | — | | — | | 4,328,934 | | 4,328,934 | | | Death or Disability Termination | | 550,000 | | — | | 3,541,468 | | 4,091,468 | | | Mark Horgan | | | | | | | | | | | Qualifying Termination, no CIC | | 2,568,747 | | 38,388 | | 3,429,343 | | 6,036,478 | | | Qualifying Termination, CIC | | 2,568,747 | | 38,388 | | 4,181,010 | | 6,788,145 | | | CIC without Termination | | — | | — | | 4,181,010 | | 4,181,010 | | | Death or Disability Termination | | 525,000 | | — | | 3,429,343 | | 3,954,343 | | | Brian T. Finnegan | | | | | | | | | | | Qualifying Termination, no CIC | | 2,203,787 | | 25,592 | | 2,634,148 | | 4,863,527 | | | Qualifying Termination, CIC | | 2,203,787 | | 25,592 | | 3,350,018 | | 5,579,397 | | | CIC without Termination | | — | | — | | 3,350,018 | | 3,350,018 | | | Death or Disability Termination | | 375,000 | | — | | 2,634,148 | | 3,009,148 | | | Steven F. Siegel | | | | | | | | | | | Qualifying Termination, no CIC | | 1,882,114 | | 20,361 | | 2,689,607 | | 4,592,082 | | | Qualifying Termination, CIC | | 1,882,114 | | 20,361 | | 3,297,041 | | 5,199,516 | | | CIC without Termination | | — | | — | | 3,297,041 | | 3,297,041 | | | Death or Disability Termination | | 292,500 | | — | | 2,689,607 | | 2,982,107 | | |
| (1) | Under their employment agreements, each of Messrs. Taylor, Horgan, Finnegan and Siegel and Ms. Aman is entitled to receive a cash severance amount that consists of an annual bonus in an amount equal to his or her target bonus, prorated based on the number of days during the fiscal year that such executive was employed prior to the termination date, plus in the case of a Qualifying Termination, an amount equal to the sum of (x) 250% of base salary for Mr. Taylor or 200% of base salary for the other named executive officers, and (y) the sum of such executive’s annual bonuses payable (if any) in respect of the two fiscal years immediately prior to the termination date. The named executive officers receive no cash severance in the case of a change in control without termination. |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 65
| (2) | Reflects the cost of providing the executive officer with a continuation of medical, dental and vision insurance under COBRA for a period of twelve months (for Messrs. Finnegan and Siegel) or eighteen months (for Messrs. Taylor and Horgan and Ms. Aman) following the date of termination. |
| (3) | (3)
If a named executive officer were terminated as a result of a Qualifying Termination or a Change in Control, such individual would receive all of the Service RSUs and a portion of the PRSUs granted in 2017, 2018, 2019 and 2020. The number of PRSUs received by such named executive officer would be determined based on actual performance through the termination date, and, in the case of a Qualifying Termination (but not in the case of a Change in Control), prorated for the performance period through December 31, 2020. The named executive officer would also be eligible to be granted a portion of the Outperformance RSUs with respect to the 2018, 2019 and 2020 Service RSU awards based on actual performance through the termination date and, in the case of a Qualifying Termination (but not in the case of a Change in Control), prorated for the performance period through December 31, 2020. None of the 2018, 2019 or 2020 Outperformance Awards would have been earned for an officer terminated on December 31, 2020. In addition to the amounts reported in the table above, the named executive officer would also be entitled to receive cash in the amount of any dividend equivalents payable through December 31, 2020 on any PRSUs or Outperformance RSUs (which amounts are not included herein). |
In addition, if Ms. Aman or Mr. Horgan were terminated as a result of a Qualifying Termination or a CIC, or in the event of the named executive officer’s death or Disability (as that term is defined in the Company’s 2022 Omnibus Incentive Plan), such individual would receive all of the Service RSUs and a portion of the PRSUs granted in 2019, 2020, 2021, 2022 and 2023. If a named executive officer were terminated as a result of a Qualifying Termination or a CIC, or in the event of the named executive officer’s death or Disability (as that term is defined in the Company’s 2022 Omnibus Incentive Plan), such individual would receive all of the Service RSUs and a portion of the PRSUs granted in 2023. The number of PRSUs received by such named executive officer would be determined based on actual performance through the termination date, and, in the case of a Qualifying Termination (but not in the case of a CIC), prorated for the performance period through December 31, 2023. The named executive officer would also be eligible to be granted a portion of the Outperformance RSUs with respect to the 2021 and 2022 Service RSU awards based on actual performance through the termination date and, in the case of a Qualifying Termination (but not in the case of a CIC), prorated for the performance period through December 31, 2023. In addition to the amounts reported in the table above, the named executive officer would also be entitled to receive 11,778 and 9,582 time-vesting RSU awards, respectively, granted pursuant tocash in the amount of any dividend equivalents payable through December 31, 2023 on any PRSUs (which amounts are not included herein).
(4)
In the event of a named executive officer retirement that is a Qualifying Retirement, such officer’s employment agreement.For purposesindividual would receive all of the foregoing, “QualifyingService RSUs granted in 2022 and 2023 and a portion of the PRSUs granted in 2018, 2019, 2020, and 2022 based on actual performance through the retirement date, prorated for the performance period through December 31, 2023. All unearned Outperformance RSUs and all other Service RSUs would be forfeited.
(5)
“Qualifying Termination” means a termination of the individual’s employment (w)(x) by the Company without “Cause” (as(as that term is defined in the Company’s 2013 Omnibus Incentive Plan, except that termination of the individual’s employment by the Company for poor performance (as determined by a majority of the management committee) shall constitute a termination by the Company for “Cause”) or while the individual has a Disability (as defined in the Company’s 20132022 Omnibus Incentive Plan), (x)or (y) if the individual’s written employment agreement with the Company (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the individual for “good reason” or in the event of a “constructive termination” (as defined in such written employment agreement), (y) which is. (6)
“Qualifying Retirement” means a retirement (except in the casetermination of Service RSUs and Outperformance RSUs), or (z) resulting from the individual’s death.employment without Cause, and without contemplated or actual acceptance of employment with another person, following the date on which (i) the sum of the following equals or exceeds 65 years: (A) the number of years of employment with the Company and any predecessor company, and (B) the individual’s age on the termination date, (ii) the individual has attained the age of 55 years old, and (iii) the number of years of the individual’s employment with the Company and any predecessor company is at least five. Amounts are included for persons that satisfy these conditions as of December 31, 2023. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 73 | |
COMPENSATION OF DIRECTORS In 2020, our
Our non-employee directors who were also our employees received no compensation for their services as directors. Messrs. Berman, Dickson, Hurwitz, Rahm and Schreiber and Mses. Crosland and Sulzberger, who were compensated for their services as directors in 2020,2023, and received annual fees as follows: •
$60,000 in cash, paid quarterly in arrears; 5,000 shares
•
$120,000 of restricted stock (or $175,000 in the case of the Chair of the Board), which vestvests on the anniversary of the grant date; •
$17,500 in cash in fees for service on the audit committeeAudit Committee (or $22,500$35,000 in cash for servingservice as chairpersonchair of the audit committee); •
$12,500 in cash in fees for service on the nominatingNominating and corporate governance committee; andCorporate Governance Committee (or $17,500 in cash for service as chair of the committee); •
$12,500 in cash in fees for service on the compensation committee. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 66
Compensation Committee (or $25,000 in cash for service as chair of the committee); and •
$10,000 in cash fees for service on an ad hoc investment committee (or $15,000 in cash for service as chair of the committee). The table below sets forth information regarding non-employee director compensation except for Mr. Taylor, which is detailed in the “Summary Compensation Table,” for the fiscal year ended December 31, 2020.| Name | | Fees
Earned or
Paid in
Cash ($) | | Equity Awards
($)(a) | | Option
Awards
($)(a) | | Non-Equity
Incentive Plan
Compensation
($) | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($) | | All Other
Compensation
($) | | Total ($) | | John G. Schreiber | | 85,000 | | 93,250 (b) | | — | | — | | — | | — | | 178,250 | | Michael Berman | | 82,500 | | 78,100 (c) | | — | | — | | — | | — | | 160,600 | | Julie Bowerman | | 72,500 | | 93,250(b) | | — | | — | | — | | — | | 165,750 | | Sheryl M. Crosland | | 77,500 | | 78,100 (c) | | — | | — | | — | | — | | 155,600 | | Thomas W. Dickson | | 72,500 | | 42,800 (d) | | — | | — | | — | | — | | 115,300 | | Daniel B. Hurwitz | | 72,500 | | 60,300 (e) | | — | | — | | — | | — | | 132,800 | | William D. Rahm | | 85,000 | | 42,800 (d) | | — | | — | | — | | — | | 127,800 | | Gabrielle Sulzberger | | 90,000 | | 60,300 (e) | | — | | — | | — | | — | | 150,300 |
| | Name | | | Fees
Earned or
Paid in
Cash ($)(a) | | | Equity
Awards
($)(b) | | | Option
Awards
($)(b) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) | | | All Other
Compensation
($) | | | Total ($) | | | | John G. Schreiber | | | | | 30,536 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,536 | | | | | Michael Berman | | | | | 91,607 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 211,607 | | | | | Julie Bowerman | | | | | 77,500 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 197,500 | | | | | Sheryl M. Crosland | | | | | 89,107 | | | | | | 175,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 264,107 | | | | | Thomas W. Dickson | | | | | 82,500 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,500 | | | | | Daniel B. Hurwitz | | | | | 82,679 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,679 | | | | | William D. Rahm | | | | | 97,500 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 217,500 | | | | | Sandra A.J. Lawrence | | | | | 89,375 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 209,375 | | | | | JP Suarez | | | | | 29,375 | | | | | | 50,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 79,775 | | |
(a)
Includes annual retainer and cash fees for committee service. With respect to Mr. Schreiber, reflects a prorated amount for his time of service, including as a member of the ad hoc investment committee of the Board, through his retirement on April 26, 2023. With respect to Mr. Suarez, includes a prorated annual retainer and cash fees for committee service. In addition, Mr. Hurwitz (as chair), Ms. Crosland and Mr. Dickson are current members of the ad hoc investment committee of the Board, which considers for approval individual transactions with a value between $50,000,000 and $100,000,000. (b)
Equity Awards represent the grant date fair value for the shares of restricted stock granted on April 26, 2023 calculated in accordance with FASB ASC Topic 718. With respect to Mr. Suarez, Equity Awards represent the grant date fair value for the shares of restricted stock granted on August 1, 2023 calculated in accordance with FASB ASC Topic 718. | | (a)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 74 | Equity Awards represent the grant date fair value for the shares of restricted stock granted during 2020 calculated in accordance with FASB ASC Topic 718. |
| (b) | Represents 5,000 shares of restricted stock granted on March 2, 2020, valued at a grant date fair value of $18.65 per share. |
| (c) | Represents 5,000 shares of restricted stock granted on December 1, 2020, valued at a grant date fair value of $15.62 per share. |
| (d) | Represents 5,000 shares of restricted stock granted on April 1, 2020, valued at a grant date fair value of $8.56 per share. |
| (e) | Represents 5,000 shares of restricted stock granted on June 1, 2020, valued at a grant date fair value of $12.06 per share. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Messrs. Dickson, Hurwitz, Rahm and Schreiber.Rahm. None of these directors was, during the fiscal year, an officer or employee of the Company. The Board of Directors determined that Mr. Hurwitz’s former service as interim Chief Executive Officer of the Company in 2016 would not affect Mr. Hurwitz’s ability to be independent from management in connection with the duties of a Compensation Committee member. None of the other members of the Compensation Committee were formerly an officer of the Company. No executive officer of the Company served as a member of the Compensation Committee (or other Board Committee performing equivalent functions or, in the absence of any such Committee, the entire Board of Directors) or as a director of another entity, one of whose executive officers served on the Compensation Committee or as a Directordirector of the Company. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 67
> | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 75 | |
Presented below is the ratio of annual total compensation of our CEOChief Executive Officer (“CEO”) to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.
In identifying our median employee in 2020,2023, we calculated the annual total compensation of each employee for the twelve month period that ended on December 31, 2020.2023. Total compensation for these purposes included base salary, bonus, and equity awards, as applicable, and was calculated using internal payroll records. We selected the median employee based on the 474510 full-time, 1 part-time and 52 temporary employees who were employed as of December 31, 2020.2023. We have no non-U.S. employees. The average tenure of our employees as of such date was 6.116.6 years.
The 20202023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $5,093,326.$7,971,534. The 20202023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $110,284.$131,570. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 20202023 is 46.1861 to 1. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 68
> | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 76 | |
PAY VERSUS PERFORMANCE TABLES The disclosure included in this section is prescribed by SEC rules. For a detailed discussion on the design of our executive compensation program, including how we align Company pay to Company performance, see “Compensation Discussion and Analysis” beginning on page 47. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown. The following table sets forth information concerning the compensation of our Chief Executive Officer (“CEO”) and to our other named executive officers compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020. | | | | Pay vs Performance Table | | | Year | | | Summary
Compensation
Table Total
Pay for
CEO(1)(2) | | | CAP to
CEO(3) | | | Average
Summary
Compensation
Table
Total Pay
for other
NEOs(1)(2) | | | Average
CAP to
other
NEOs(3) | | | Value of Initial
Fixed $100
Investment
Based on: | | | GAAP
Net
Income(5) | | | Nareit
FFO Per
Diluted
Share | | | | TSR(4) | | | Peer
Group
TSR(4) | | | 2023 | | | $7,971,534 | | | $6,290,205 | | | $2,793,088 | | | $2,342,056 | | | $129.33 | | | $117.03 | | | $305,087 | | | $2.04 | | | 2022 | | | 8,288,592 | | | 12,188,182 | | | 2,867,320 | | | 3,908,786 | | | 120.07 | | | 104.46 | | | 354,193 | | | 1.95 | | | 2021 | | | 8,359,959 | | | 20,628,728 | | | 2,481,650 | | | 6,116,075 | | | 128.91 | | | 119.43 | | | 270,187 | | | 1.75 | | | 2020 | | | 5,093,326 | | | 2,158,553 | | | 1,882,520 | | | 915,570 | | | 80.45 | | | 72.36 | | | 121,173 | | | 1.47 | |
(1)
For each year shown, the CEO was James M. Taylor, Jr. and the other NEOs were Brian T. Finnegan, Mark T. Horgan, Steven F. Siegel and Angela M. Aman. (2)
The values reflected in this column represent the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 64. See the footnotes to the SCT for further detail regarding the amounts in this column. (3)
Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 77 | |
| | | | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (CEO) | | | | | | SCT Total
Comp | | | Minus
SCT Equity
Awards | | | Plus
Value of
New
Unvested
Awards
as of 12/31 | | | Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested | | | Plus
Change in
Value of Prior
Year Awards
that Vest
During Year | | | Plus
Dividends on
Unvested
Awards/
Accrued
Dividends | | | Equals
CAP | | | 2023 | | | $7,971,534 | | | $4,401,670 | | | $3,454,257 | | | $(1,597,500) | | | $98,294 | | | $765,290 | | | $6,290,205 | | | 2022 | | | 8,288,592 | | | 4,724,860 | | | 4,827,817 | | | 3,123,784 | | | (28,833) | | | 701,683 | | | 12,188,182 | | | 2021 | | | 8,359,959 | | | 5,114,953 | | | 10,805,253 | | | 5,970,453 | | | 78,508 | | | 529,508 | | | 20,628,728 | | | 2020 | | | 5,093,326 | | | 2,945,001 | | | 3,076,057 | | | (3,234,097) | | | (101,676) | | | 269,943 | | | 2,158,553 | |
| | | | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (other NEOs) | | | | | | SCT Total
Comp | | | Minus
SCT Equity
Awards | | | Plus
Value of
New
Unvested
Awards
as of 12/31 | | | Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested | | | Plus
Change in
Value of Prior
Year Awards
that Vest
During Year | | | Plus
Dividends on
Unvested
Awards/
Accrued
Dividends | | | Equals
CAP | | | 2023 | | | $2,793,088 | | | $1,403,027 | | | $1,101,041 | | | $(423,096) | | | $32,968 | | | $241,082 | | | $2,342,056 | | | 2022 | | | 2,867,320 | | | 1,506,022 | | | 1,538,830 | | | 803,999 | | | (9,551) | | | 214,211 | | | 3,908,786 | | | 2021 | | | 2,481,650 | | | 1,315,915 | | | 2,779,855 | | | 1,939,412 | | | 51,365 | | | 179,710 | | | 6,116,075 | | | 2020 | | | 1,882,520 | | | 987,797 | | | 1,031,752 | | | (1,026,677) | | | (86,532) | | | 102,303 | | | 915,570 | |
(4)
Reflects the cumulative TSR of the Company and the FTSE Nareit Equity Shopping Centers Index for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. (5)
Amounts in thousands. SEC CAP COMPARED TO REALIZED PAY The SEC-defined CAP data set forth in the table above does not reflect amounts actually realized by our named executive officers. A significant portion of the CAP amounts shown relate to changes in the values of unearned and/or unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. Specifically, as described in detail in the “Compensation Discussion and Analysis” section above, our performance equity awards are subject to multi-year performance conditions tied to relative and absolute TSR and are further subject to time-based vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest. The following table illustrates the significant difference between SEC-defined CAP and the pay actually realized by our named executive officers in a given year. Realized pay as set forth in this table is the aggregate value of cash compensation paid (computed consistently with SCT Total Compensation and CAP), the value of dividends and dividend equivalents paid on | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 78 | |
unvested equity awards (computed consistently with CAP), and the fair value at vesting date of stock awards that fully vest in the reporting year. | | | | Realized Pay vs Compensation Actually Paid | | | | | | CEO
SCT Total
Compensation | | | CEO
Realized Pay | | | CEO CAP | | | Average
Other NEO
SCT Total
Compensation | | | Average
Realized
Pay for
Other NEOs | | | Average
CAP for
Other NEOs | | | 2023 | | | $7,971,534 | | | $10,928,222 | | | $6,290,205 | | | $2,793,088 | | | $3,709,937 | | | $2,342,056 | | | 2022 | | | 8,288,592 | | | 10,999,707 | | | 12,188,182 | | | 2,867,320 | | | 3,654,120 | | | 3,908,786 | | | 2021 | | | 8,359,959 | | | 7,297,358 | | | 20,628,728 | | | 2,481,650 | | | 2,521,634 | | | 6,116,075 | | | 2020 | | | 5,093,326 | | | 4,778,858 | | | 2,158,553 | | | 1,882,520 | | | 1,755,894 | | | 915,570 | |
RELATIONSHIP OF SEC CAP TO PERFORMANCE The following graphs illustrate the relationship during 2020-2023 of the CAP to our CEO and the average CAP to our other NEOs (each as set forth in the table above), to (i) our cumulative TSR and the cumulative TSR of the constituent companies in the FTSE Nareit Equity Shopping Centers Index, (ii) our GAAP net income, and (iii) our Nareit FFO (in each case as set forth in the table above). | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 79 | |
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 80 | |
FINANCIAL PERFORMANCE MEASURES The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our named executive officers is described above in the section “—Company Performance Versus Metrics for Annual Bonus Program.” | | Significant Financial Performance Measures | | | | Nareit FFO Per Diluted Share | | | | Same Property Net Operating Income Growth | | | | Relative TSR (against the FTSE Nareit Equity Shopping Centers Index) | |
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 81 | |
The following table and accompanying footnotes set forth information regarding the beneficial ownership of outstanding Brixmor common stock as of February 10, 20219, 2024 by: (1) each person known to us to beneficially own more than 5% of the outstanding voting securities of Brixmor Property Group Inc. ,; (2) each of the named executive officers,officers; (3) each of our directorsdirectors; and (4) all of our directors and executive officers, as a group.
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise set forth below, the address of each beneficial owner is c/o Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. | Name of Beneficial Owner | | Number of Shares of Common
Stock Beneficially Owned | | Percentage of All Shares of
Common Stock(1) | | Principal Stockholders | | | | | | The Vanguard Group(2) | | 42,479,341 | | 14.3% | | Blackrock, Inc.(3) | | 36,886,903 | | 12.4% | | JPMorgan Chase & Co.(4) | | 28,778,190 | | 9.7% | | | | | | | | Directors and Named Executive Officers (5): | | | | | | James M. Taylor Jr. | | 415,757 | | * | | John G. Schreiber (6) | | 75,000 | | * | | Michael Berman | | 50,475 | | * | | Julie Bowerman | | 10,000 | | * | | Sheryl M. Crosland(7) | | 29,090 | | * | | Thomas W. Dickson | | 30,000 | | * | | Daniel B. Hurwitz(8) | | 51,478 | | * | | William D. Rahm | | 35,000 | | * | | Gabrielle Sulzberger | | 32,161 | | * | | Angela Aman | | 105,691 | | * | | Mark Horgan | | 123,300 | | * | | Brian T. Finnegan | | 133,019 | | * | | Steven F. Siegel | | 365,632 | | * | Directors and Executive Officers as a Group
(14 persons) | | 1,706,371 | | * |
| | Name of Beneficial Owner | | | Number of Shares of Common
Stock Beneficially Owned | | | Percentage of All Shares of
Common Stock(1) | | | | | | | | | | | | | | | | | | | | The Vanguard Group(2) | | | | | 45,497,291 | | | | | | 15.1% | | | | | Blackrock, Inc.(3) | | | | | 36,913,850 | | | | | | 12.3% | | | | | State Street Corporation(4) | | | | | 16,920,801 | | | | | | 5.6% | | | | | | | | | Directors, Director Nominees and Named Executive Officers: | | | | James M. Taylor Jr. | | | | | 854,046 | | | | | | * | | | | | Michael Berman | | | | | 51,031 | | | | | | * | | | | | Julie Bowerman | | | | | 25,556 | | | | | | * | | | | | Sheryl M. Crosland(5) | | | | | 47,343 | | | | | | * | | | | | Thomas W. Dickson | | | | | 45,556 | | | | | | * | | | | | Daniel B. Hurwitz | | | | | 32,363 | | | | | | * | | | | | Sandra A.J. Lawrence | | | | | 10,556 | | | | | | * | | | | | William D. Rahm | | | | | 50,556 | | | | | | * | | | | | JP Suarez | | | | | 2,216 | | | | | | * | | | | | Angela M. Aman | | | | | 215,806 | | | | | | * | | | | | Mark T. Horgan | | | | | 294,136 | | | | | | * | | | | | Brian T. Finnegan | | | | | 240,051 | | | | | | * | | | | | Steven F. Siegel | | | | | 370,004 | | | | | | * | | | | | Directors and Executive Officers as a Group
(14 persons) | | | | | 2,275,392 | | | | | | * | | |
| | (1)BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 82 | Based on 296,933,645 shares of our common stock outstanding as of February 10, 2021. |
| (2) | Based solely on a Schedule 13G filed with the SEC on February 10, 2021. The Vanguard Group has sole voting power with respect to 0
(1)
Based on 301,292,573 shares shared voting power with respect to 846,997 shares, sole dispositive power with respect to 41,394,237 shares and shared dispositive power with respect to 1,085,104 shares. The Vanguard Group has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited, Vanguard Investments UK, Limited. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 69
| (3) | Based solely on a Schedule 13G filed with the SEC on January 27, 2021. Blackrock, Inc. has sole voting power with respect to 34,779,874 shares and sole dispositive power with respect to 36,886,903 shares. Blackrock, Inc. has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055. |
| (4) | Based solely on a Schedule 13G filed with the SEC on January 20, 2021. JPMorgan Chase & Co. has sole voting power with respect to 22,039,803 shares and sole dispositive power with respect to 28,776,707 shares. JPMorgan Chase & Co. has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: J.P. Morgan Investment Management Inc.; JPMorgan Chase Bank, National Association; and JPMorgan Asset Management (UK) Limited. The address of JPMorgan Chase & Co. is 383 Madison Avenue, New York, NY 10179. |
| (5) | Our named executive officers for 2020 were James M. Taylor Jr., Angela Aman, Mark Horgan, Brian T. Finnegan and Steven F. Siegel. |
| (6) | Includes 50,000 shares held by Centaur Partners IV, LP. |
| (7) | Includes 4,090 shares held by husband. |
| (8) | Includes 25,000 shares held by Raider Hill Advisors. |
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires executive officers and directors, a company’s chief accounting officer and persons who beneficially own more than 10% of a company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Executive officers, directors, the chief accounting officer and beneficial owners with more than 10% of our common stock are required by SEC regulations to furnish us with copiesoutstanding as of all Section 16(a) forms they file.
February 9, 2024. (2)
Based solely on our reviewa Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group has sole voting power with respect to 0 shares, shared voting power with respect to 355,743 shares, sole dispositive power with respect to 44,828,616 shares and shared dispositive power with respect to 668,675 shares. The address of copies of such reportsThe Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (3)
Based solely on a Schedule 13G filed with the SEC on January 23, 2024. Blackrock, Inc. has sole voting power with respect to 34,214,086 shares and written representations from our executive officers and directors, we believesole dispositive power with respect to 36,913,850 shares. Blackrock, Inc. has indicated that our executive officers and directors and our chief accounting officerit filed all reports required by Section 16(a)the Schedule 13G on behalf of the Exchange Actfollowing subsidiaries: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; and BlackRock Fund Managers Ltd. The address of Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001. (4)
Based solely on a timely basis.BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 70
Schedule 13G filed with the SEC on January 30, 2024. State Street Corporation does not have sole voting or sole dispositive power with respect any shares. State Street Corporation has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: SSGA Funds Management, Inc.; State Street Global Advisors Europe Limited; State Street Global Advisors Limited; State Street Global Advisors Trust Company; State Street Global Advisors, Australia, Limited; State Street Global Advisors (Japan) Co., Ltd.; State Street Global Advisors Asia Limited; and State Street Global Advisors, Ltd. The address of State Street Corporation is State Street Financial Center, One Congress Street, Suite 1, Boston, MA, 02114.
(5)
Includes 4,090 shares held by husband. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 83 | |
REVIEW, APPROVAL, OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE. Under the policy, a “related person” (as(as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any “related person transaction” (defined(defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our Board of Directors. No related person transaction will be executed without the approval or ratification of our Board of Directors or a duly authorized committee of our Board of Directors. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.
In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under our categorical independence standards included in our Corporate Governance Guidelines and the rules and regulations of the SEC, the NYSE and the Internal Revenue Code of 1986.1986, as amended. RELATED PERSON TRANSACTIONS In 2013, we
We have entered into indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Maryland law and our charter against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
Except as set forth above, since January 1, 2020,2023, there have been no related person transactions with any director or executive officer of the Company or any other related person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none isare proposed. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 71
> | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 84 | |
| | | | | EQUITY COMPENSATION TABLE | |
The following table sets forth information regarding outstanding shares reserved for future issuance under the Company’s equity compensation plans as of December 31, 2020.| Plan Category | Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights (a) | Weighted-average
exercise price of
outstanding options,
warrants and rights (b) | Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a)) (c) | | Equity compensation plan approved by security holders | 4,181,982 | -- | 9,394,004 | | Equity compensation plan not approved by security holders | -- | -- | -- | | Total | 4,181,982 | -- | 9,394,004 |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 72
| | Plan Category | | | Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a) | | | Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) | | | Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c) | | | | Equity compensation
plan approved by
security holders | | | | | 2,194,439 | | | | | | — | | | | | | 8,457,927 | | | | | Equity compensation
plan not approved
by security holders | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | 2,194,439 | | | | | | — | | | | | | 8,457,927 | | |
> | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 85 | |
| | | | | STOCKHOLDER PROPOSALS FOR THE 2022
2025 ANNUAL MEETING | |
If any stockholder wishes to propose a matter for consideration at our 20222025 Annual Meeting of Stockholders, the proposal must be mailed to our Secretary, Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017 in accordance with the SEC’s stockholder proposal rule (Rule 14a-8 of the Exchange Act) or the advance notice provisions of our Bylaws. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8 of the Exchange Act) for inclusion in our 20222025 Annual Meeting proxy statement and form of proxy to be made available in 2022,2025, the proposal must be received by our Corporate Secretary on or before November 15, 2021.14, 2024. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.
Our bylaws currently provide that, for nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Company, and, in the case of business other than nominations of persons for election to the Board, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the one hundred fiftieth (150th) day nor later than the close of business Eastern Time,(EDT) on the one hundred twentieth (120th) day prior to the first anniversary of the date the company’s proxy statement is released to stockholders determined in accordance with Rule 14a-8 promulgated under the Exchange Act, for the preceding year’s annual meeting, or no earlier than October 16, 202115, 2024 or later than November 15, 2021;14, 2024; provided, however, that if the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary date of the preceding year’s annual meeting, in order for the notice to be timely, such notice must be so delivered not earlier than the one hundred fiftieth (150th) day prior to the date of such annual meeting and not later than the close of business Eastern Time,(EDT) on the later of the one hundred twentieth (120th) day prior to the date of such annual meeting, as originally convened, or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice. Notwithstanding the foregoing, if the number of directors to be elected to the Board of Directors in increased, and there is no public announcement of such action at least one hundred thirty (130) days prior to the first anniversary of the date the company’s proxy statement is released to stockholders for the preceding year’s annual meeting, a stockholder’s notice will be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the secretary of the Company at the principal executive offices of the Company not later than 5:00 p.m. Eastern Time(EDT) on the tenth (10th) day following the day on which such public announcement is first made by the Company.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 86 | |
Our bylaws provide that a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years, may include in our proxy materials director nominees constituting up to the greater of 20% of the number of directors on the Board or two directors, provided that the stockholder(s) and the nominees satisfy the eligibility requirements in our bylaws. If you wish to nominate any person for election to our Board at the 2025 Annual Meeting under the proxy access provision of our Bylaws, your nomination notice must be submitted to the Corporate Secretary between the close of business on October 15, 2024, and the close of business on November 14, 2024, unless the date of the 2025 proxy statement is moved by more than 30 days before or after the anniversary of the date of this proxy statement, in which case the nomination must be received no earlier than the one hundred fiftieth (150th) day and no later than the one hundred twentieth (120th) day prior to the mailing of the notice for such meeting or the tenth (10th) day following the date we announce publicly the date for our 2025 proxy statement. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 87 | |
| | | | | HOUSEHOLDING OF PROXY MATERIALS | |
A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us. BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 73
> | HOUSEHOLDING OF PROXY MATERIALS |
SEC rules permit companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other nominee that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker, bank or other nominee. You can also request prompt delivery of a copy of the proxy statement and annual report by contacting our Corporate Secretary at 450 Lexington Avenue, New York, New York 10017, (212) 869-3000. The Board does not know of any other matters that may be properly brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.
By Order of the Board of Directors,
Steven F. Siegel
Secretary
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.brixmor.com)(https://www.brixmor.com) and click on “Financial Information” under the “Investors” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2020,2023, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to:
Secretary
Brixmor Property Group Inc.
450 Lexington Avenue
New York, New York 10017
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 74
> | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 88 | |
Why am I being provided with these materials?
We have made these proxy materials available to you via the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board”) of Brixmor Property Group Inc., a Maryland corporation (the “Company”), of proxies to be voted at our Annual Meeting of Stockholders to be held on April 27, 202125, 2024 (“Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares. The Annual Meeting will be a virtual meeting of stockholders, and will be held at 9:00 a.m. Eastern Daylight Time(EDT) via live webcast. For instructions on how to access the live webcast and attend the virtual Annual Meeting, see “How do I attend and vote shares at the virtual Annual Meeting?”
There are three proposals to be considered and voted on at the Annual Meeting: | · | Proposal No. 1: Election of nine directors to serve until our next annual meeting and until their successors are duly elected and qualify. |
| · | Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021. |
| · | Proposal No. 3: Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement. |
•
Proposal No. 1: Election of nine directors to serve until our next annual meeting and until their successors are duly elected and qualify. •
Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. •
Proposal No. 3: Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement. Stockholders as of the close of business on February 10, 20219, 2024 (the “Record Date”), may vote at the Annual Meeting, or any postponement or adjournment thereof. As of that date, there were 296,933,645301,292,573 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares: | · | Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); |
| · | Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or other nominee how to vote their shares; and |
| · | Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans.
|
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 75
Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); •
Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or other nominee how to vote their shares; and •
Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans. Why are you holding a virtual Annual Meeting?
To support the health and well-being of stockholders during the ongoing COVID-19 pandemic, as well as to encourage higher levels of stockholder participation while also helping us reduce the financial and environmental costs associated with the Annual Meeting, this year’s Annual Meeting will be held in a virtual meeting format only.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 89 | |
Stockholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the virtual meeting. We believe that hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and the Company. You may vote during the meeting by following the instructions that will be available on the virtual meeting website during the meeting. In addition, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. Just like we did at last year’s virtual meeting and during our prior in-person meetings, during the live Q&A session of the Annual Meeting, we will answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. In the event any pertinent questions cannot be answered during the meeting due to time constraints, such questions and management’s answers will be made publicly available on our investor relations website (along with a replay of the Annual Meeting) promptly after the virtual Annual Meeting.
If you wish to submit a question, you may do so in a few ways. If you want to submit a question before the meeting, then after properly registering as set forth below you will be able to submit a question via the virtual meeting platform. Alternatively, if you want to submit your question or make a comment during the meeting, log into the virtual meeting platform using your unique join link described below and type your question into the “Questions/Comments” section on your screen. Off-topic, personal or other inappropriate questions will not be answered.
How do I attend and vote shares at the virtual Annual Meeting?
The Annual Meeting will convene at 9:00 a.m. Eastern Daylight Time(EDT) on April 27, 2021.25, 2024. You will be able to attend the virtual Annual Meeting by first registering at http:https://www.viewproxy.com/brixmor/2021/htype.asp2024. Please be aware that in order to attend the virtual Annual Meeting, you must register no later than 11:59 p.m. (EDT) on April 22, 2021.2024. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual meeting.
If you are a registered holder, your virtual control number will be on your Notice of Internet Availability of Proxy Materials or proxy card.
If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the annual meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 20212024 annual meeting and ask questions (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 76
demonstrate proof of stock ownership, are posted at http:https://www.viewproxy.com/brixmor/2021/htype.asp2024. On the day of the annual meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.
The virtual meeting is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 90 | |
updated version of applicable software and plugins. Participants should ensure that they have a strong Internet or WiFi connection wherever they intend to participate in the virtual Annual Meeting. Participants should also give themselves plenty of time to dial-in to the virtual meeting or log in and ensure that they can hear audio prior to the start of the virtual Annual Meeting.
There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 8:45 a.m. Eastern Daylight Time(EDT) on April 27, 2021,25, 2024, the day of the meeting, so that any technical difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email virtualmeeting@viewproxy.com or call 866-612-8937.
Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the virtual Annual Meeting. We will provide a physical location to view the webcast if requested by a stockholder in writing by contacting the Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. Please note that no members of management or the Board will be in attendance at the physical location.
A replay of the meeting, as well as any questions pertinent to meeting matters and management’s answers (including any questions that could not be answered during the meeting due to time constraints), will be made publicly available on our investor relations website promptly after the virtual Annual Meeting.
What constitutes a quorum?
The presence in person via attendance at the virtual Annual Meeting or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum to transact business at the Annual Meeting. Stockholders who properly authorize a proxy but who instruct their proxy holder to abstain from voting on one or more matters are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes,” described below, also are counted as present and entitled to vote for purposes of determining a quorum. However, as described below under “How are votes counted?,” if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any proposal on which your broker, bank or other nominee does not have discretionary authority to vote (a “broker non-vote”). BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 77
What is a “broker non-vote”?
A broker non-vote occurs when shares held by a broker, bank or other nominee are not voted with respect to a proposal because (1) the broker, bank or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank or other nominee lacks the authority to vote the shares at his or her discretion. Under current NYSE interpretations that govern broker non-votes, Proposal Nos. 1 and 3 are considered non-discretionary matters and a broker, bank or other nominee will lack the authority to vote shares at his or her discretion on such proposals. Proposal No. 2 | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 91 | |
is considered a discretionary matter and a broker, bank or other nominee will be permitted to exercise his or her discretion.
How many votes are required to approve each proposal?
The affirmative vote of a majority of the votes cast will be required to approve each of the proposals. While the vote on executive compensation (Proposal No. 3) is advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation.
You may instruct your proxy to vote “FOR” or “AGAINST” or to “ABSTAIN” with respect to the election of directors (Proposal No. 1), ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20212024 (Proposal No. 2) and the advisory vote on the compensation paid to our named executive officers (Proposal No. 3). Abstentions and broker non-votes will have no effect on the outcome of the proposals.
If you properly authorize a proxy (whether by internet, telephone or mail) without specifying voting instructions on any matter to be considered at the Annual Meeting, the proxy holders will vote your shares according to the Board’s recommendation on that matter and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be brought before the Annual Meeting. The Board has recommended a vote “FOR” each director nominee listed herein and “FOR” Proposal Nos. 2 and 3.
Representatives of Alliance Advisors will tabulate the votes, and representatives of Alliance Advisors will serve as inspectors of election.
How does the Board recommend that I vote?
Our Board recommends that you vote your shares: | · | “FOR” each of the nominees for election as directors set forth in this proxy statement. |
| · | “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021. |
| · | “FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement. |
•
“FOR” each of the nominees for election as directors set forth in this proxy statement. •
“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. •
“FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement. How do I authorize a proxy to vote my shares without attending the Annual Meeting? BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 78
If you are a stockholder of record, you may authorize a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy: •
By Internet—If you have Internet access, you may authorize your proxy by going to https://www.aalvote.com/BRX and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your Notice of Internet Availability or proxy card in order to vote online. •
By Telephone—If you have access to a touch-tone telephone, you may authorize your proxy by dialing 1-866-804-9616 and by following the recorded instructions. | | ·BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 92 | By Internet—If you have Internet access, you may authorize your proxy by going to www.AALvote.com/BRX and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your Notice of Internet Availability or proxy card in order to vote online. |
| · | By Telephone—If you have access to a touch-tone telephone, you may authorize your proxy by dialing 1-866-804-9616 and by following the recorded instructions. You will need the control number included on your Notice of Internet Availability or proxy card in order to vote by telephone. |
| · | By Mail—If you have requested or received a paper copy of the proxy materials by mail, you may authorize your proxy by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. |
You will need the control number included on your Notice of Internet Availability or proxy card in order to vote by telephone. •
By Mail—If you have requested or received a paper copy of the proxy materials by mail, you may authorize your proxy by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.
Internet and telephone voting facilities will close at 11:59 p.m. (EDT) on April 26, 202124, 2024 for the voting of shares held by stockholders of record or held in street name.
Mailed proxy cards with respect to shares held of record or in street name must be received no later than April 26, 2021.24, 2024. What does it mean if I receive more than one Notice on or about the same time?
It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you authorize a proxy by Internet or telephone, vote once for each Notice you receive.
May I change my vote or revoke my proxy?
Yes. Whether you have authorized a proxy by Internet, telephone or mail, if you are a stockholder of record, you may change your voting instructions or revoke your proxy by: | · | Sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than April 26, 2021; |
| · | Authorizing a proxy again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. on April 26, 2021; |
| · | Submitting a properly signed proxy card with a later date that is received no later than April 26, 2021; or |
| · | Attending the Annual Meeting, revoking your proxy and voting during the live webcast. |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 79
Sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than April 24, 2024; •
Authorizing a proxy again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. (EDT) on April 24, 2024; •
Submitting a properly signed proxy card with a later date that is received no later than April 24, 2024; or •
Attending the virtual Annual Meeting, revoking your proxy and voting during the live webcast. If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy during the live webcast of the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
| | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 93 | |
Could other matters be decided at the Annual Meeting?
At the date this proxy statement went to press, we did not know of any matters that may be properly presented at the Annual Meeting other than those referred to in this proxy statement.
If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. | | BRIXMOR PROPERTY GROUP |2024 PROXY STATEMENT |PAGE 94 | |
![[MISSING IMAGE: px_brixmorannualmeeting01-bw.jpg]](/files/DEF 14A/0001104659-24-034494/px_brixmorannualmeeting01-bw.jpg) BRIXMOR PROPERTY GROUP ï2021INC.THIS PROXY STATEMENT ïPAGE 80IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFBRIXMOR PROPERTY GROUP INC.FOR THE ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON THURSDAY, APRIL 25, 2024 AT 9:00 A.M. (EDT)The undersigned hereby appoints Steven F. Siegel and Patrick Bennison as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all shares of common stock of Brixmor Property Group Inc. held of record by the undersigned at the close of business on February 9, 2024 (the “Record Date”), at the 2024 Annual Meeting of Stockholders to be held on Thursday, April 25, 2024 at 9:00 A.M. (EDT) (the “Annual Meeting”) and at any adjournment or postponement thereof, and further authorizes such proxies to vote in their discretion upon such other matters as may properly come before such Annual Meeting (including any motion to amend the resolutions proposed at the Annual Meeting and any motions to adjourn such meeting) and at any adjournment or postponement thereof. The Annual Meeting will be held virtually via the Internet. In order to attend the Annual Meeting, you must register at http://www.viewproxy.com/brixmor/2024/htype.asp by 11:59 p.m. (EDT) on April 22, 2024. If you have properly registered, you will receive a registration confirmation with a link to attend the virtual Annual Meeting. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmation. Further instructions on how to attend and vote at the Annual Meeting are contained in the Proxy Statement in the General Information Section under “How do I attend and vote shares at the virtual Annual Meeting?”.This proxy card, when properly executed and delivered, will be voted in the manner directed on the reverse side. If no designation is made, the shares will be voted as the Board of Directors recommends, as indicated on the reverse side, and in the discretion of the proxy upon such other matters as may properly come before the Annual Meeting.Address changes/comments:Please mark, date, sign, and mail your proxy promptly in the envelope provided.IMPORTANT: SIGNATURE REQUIRED ON THE OTHER SIDE.PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.KEEP THIS PORTION FOR YOUR RECORDS.Important Notice for Brixmor Property Group Inc. Stockholders2024 Annual Meeting of StockholdersThursday, April 25, 20249:00 a.m. Eastern Daylight TimeImportant Notice Regarding the Availability of Proxy Materials:The Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2023 and our 2023 Annual Report to Stockholders areavailable at: www.viewproxy.com/brixmor/2024
![[MISSING IMAGE: px_brixmorannualmeeting02-bw.jpg]](/files/DEF 14A/0001104659-24-034494/px_brixmorannualmeeting02-bw.jpg) 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 1 AND “FOR”PROPOSALS 2 AND 3. 1. To elect nine directors to serve until our next annual meeting of stockholders and until their successors are duly elected and qualify.Nominees:FOR AGAINST ABSTAIN01 James M. Taylor Jr.02 Sheryl M. Crosland03 Michael Berman04 Julie Bowerman05 Thomas W. Dickson06 Daniel B. Hurwitz07 Sandra A. J. Lawrence08 William D. Rahm09 J P SuarezPlease markyour voteslike thisFOR AGAINST ABSTAIN2. To ratify the appointment ofDeloitte & Touche LLP as our independentregistered public accounting firm for 2024.3. To approve, on a non-binding advisorybasis, the compensation paid to ournamed executive officers.NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee or guardian, please give full title as such.DO NOT PRINT IN THIS AREA(Shareholder Name & Address Data)SignatureSignature (if held jointly)Date:,2024VIRTUAL CONTROL NUMBERFor address changes and/or comments, please check this box and write them on the back where indicatedPLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.SCAN TO VIEW MATERIALS & VOTEVIRTUAL CONTROL NUMBERPROXY VOTING INSTRUCTIONSPlease have your control number ready when voting by Internet or TelephoneINTERNETVote Your Proxy on the Internet:Go to www.AALvote.com/BRXHave your proxy card available when you access the above website. Follow the prompts to vote your shares.TELEPHONEVote Your Proxy by Phone:Call 1 (866) 804-9616Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.MAILVote Your Proxy by Mail:Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.
iso4217:USD xbrli:shares
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