![[MISSING IMAGE: lg_brixmor-reg.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/lg_brixmor-reg.jpg)
March 15, 2021
Dear Fellow Stockholders:
Please join us for Brixmor Property Group Inc.’s Annual Meeting of Stockholders on Wednesday, May 15, 2019,Tuesday, April 27, 2021, at 9:00 a.m. (Eastern Daylight Time). As in 2020, 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 and help us reduce financial and environmental costs, this year’s Annual Meeting will be held in a virtual format only. You will be able to attend the virtual Annual Meeting, vote and submit questions by first registering at The Maxwell New York City, 541 Lexington Avenue, New York, New York 10022http://www.viewproxy.com/brixmor/2021/htype.asp and then following the instructions that will be emailed to you. Please note that you must register not later than 11:59 p.m. on April 22, 2021.
As in Studios 4 and 5.
The matters to be acted upon at the Annual Meeting are described in detail in the accompanying notice of the Annual Meeting and the proxy statement. We may also report on other matters of current interest to our stockholders.
Please use this opportunity to contribute to our company by voting on the matters to come before this Annual Meeting. Stockholders who hold shares in their own name through our transfer agent, Computershare, can vote online or by telephone. To vote online or by telephone, follow the instructions for online voting contained within your Annual Meeting materials.on the following page. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by completing, dating, signing and returning the proxy card sent to you in the envelope accompanyingwith the proxy materials. Voting online, by telephone or by returning the proxy card does not deprive you of your right to attend the virtual Annual Meeting andor to vote your shares in person.at the virtual Annual Meeting. If you do attend the virtual Annual Meeting and wish to vote in person,at that time, you may revoke your proxy at or prior to the virtual Annual Meeting.
Thank you for your continued support of Brixmor Property Group Inc.
Sincerely,
 | ![[MISSING IMAGE: sg_jamesm-taylor.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/sg_jamesm-taylor.jpg) | ![[MISSING IMAGE: sg_john-schreiber.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/sg_john-schreiber.jpg){kind=small} |  | ||
| James M. Taylor Jr. | John G. Schreiber | ||||
| Chief Executive Officer and President | Chairman of the Board |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 1
| PROXY VOTING METHODS |
If at the close of business on March 12, 2019,February 10, 2021, you were a stockholder of record, you may authorize a proxy to vote in accordance with your instructions through the Internet,online, by telephone or, if you have requested or received a paper copy of the proxy materials by mail, by mail, or you may vote in person at the virtual Annual Meeting. For shares held through a broker, bank or other nominee, you may authorize a proxy by submitting voting instructions to your broker, bank or other nominee. To reduce our administrative and postage costs, we ask that you authorize a proxy through the Internetonline or by telephone, both of which are available 24 hours a day. You may revoke your proxies at the times and in the manners described on page 379 of the proxy statement.
If you are a stockholder of record or hold shares through a broker, bank or other nominee and are voting by proxy, your proxy must be received by 11:59 p.m. on May 14, 2019April 26, 2021 to be counted.
To authorize a proxy if you are a stockholder of record:
| BY INTERNET | Go to the website www.AALvote.com/BRX and follow the instructions, 24 hours a day, seven days a week. |
| You will need the control number included on your Notice of Internet Availability or proxy card in order to vote online. | |
| BY TELEPHONE | From a touch-tone telephone, dial 1-866-804-9616 and follow the recorded instructions, 24 hours a day, seven days a week. |
| You will need the control number included on your Notice of Internet Availability or proxy card in order to vote by telephone. | |
| BY MAIL | Mark your selections on the proxy card. |
| Date and sign your name exactly as it appears on your proxy card. | |
| Mail the proxy card in the enclosed postage-paid envelope. |
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet,online, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.
BRIXMOR PROPERTY GROUP INC.ï 2021 PROXY STATEMENT ïPAGE 2
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
| TIME | 9:00 a.m. (Eastern Daylight Time) on | ||||
| 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 and help us reduce the financial and environmental costs associated with the Annual Meeting, this year’s Annual Meeting will be held in a virtual format only. You will be able to attend the virtual Annual Meeting by first registering at http://www.viewproxy.com/brixmor/2021/htype.asp. Please note that you must register not later than 11:59 p.m. on April 22, 2021. You will receive a meeting invitation by e-mail with your unique link and password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual Annual Meeting. For important information about attending the virtual Annual Meeting, see “General Information—How do I attend and vote shares at the virtual Annual Meeting?” | |||||
| ITEMS OF BUSINESS | 1. To elect the nine directors named in this proxy statement to serve until our next annual meeting of stockholders and until their successors are duly elected and qualify. | ||||
2. To consider and vote on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for | |||||
3. To consider and vote on, on a non-binding advisory basis, a resolution to approve the compensation paid to our named executive officers, as described in the enclosed proxy statement. | |||||
4. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |||||
| RECORD DATE | You may vote at the Annual Meeting, or any adjournments or postponements thereof, if you were a stockholder of record at the close of business on |
| VOTING BY PROXY | To ensure your votes are cast, you may authorize a proxy |
| By Order of the Board of Directors, | |
 | |
| Steven F. Siegel | |
| Executive Vice President, General Counsel & Secretary |
![[MISSING IMAGE: sg_steven-siegel.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/sg_steven-siegel.jpg){kind=small}
This Notice of Annual Meeting and proxy statement are being distributed or made available, as the case may be, on or about April 2, 2019.
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 3
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Heldbe held on May 15, 2019:
Our proxy statement, 20182020 annual report to stockholders, and annual reportAnnual Report on Form 10-K for the year ended December 31, 20182020 will be available at www.viewproxy.com/brixmor/20192021 beginning on April 2, 2019.or about March 15, 2021. As permitted by the Securities and Exchange Commission (the “SEC”), the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record. All stockholders will have the ability to access theour proxy statement, 2020 annual report to stockholders, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 as filed with the SEC on February 11, 2019 (the “Annual Report”)2021 on a website referred to in the Notice or to request a printed set of these materials at no charge. Instructions on how to access these materials over the Internetonline or to request a printed copy may be found in the Notice.
In addition, any shareholderstockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to shareholdersstockholders and will reduce the environmental impact of annual meetings on the environment.meetings. A shareholder’sstockholder’s election to receive proxy materials by email will remain in effect until the shareholderstockholder terminates it.
BRIXMOR PROPERTY GROUP INC.
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 869-3000
PROXY STATEMENT
Annual Meeting of Stockholders May 15, 2019April 27, 2021 9:00 a.m. (Eastern Daylight Time)
This proxy statement is being furnished by and on behalf of the boardBoard of directorsDirectors of Brixmor Property Group Inc. in connection with the solicitation of proxies to be voted at the 20192021 annual meeting of stockholders. This proxy statement and our 20182020 annual report to stockholders will be available at www.viewproxy.com/brixmor/20192021 beginning on April 2, 2019.or about March 15, 2021.
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 4
| > | TABLE OF CONTENTS |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 5
| > | PROXY STATEMENT SUMMARY |
STOCKHOLDER VOTING MATTERS AND RECOMMENDATIONS
| Proposal | Board Recommendation | Page |
| Proposal No. 1 – Election of Directors | For | 18 |
| Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm | For | 36 |
| Proposal No. 3 – Non-Binding Vote on Executive Compensation | For | 38 |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 6
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2021
The following table provides information about the nine candidates who have made these proxy materials availablebeen nominated for election 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 theour Board of Directors (the “Board”) of Brixmor Property Group Inc., a Maryland corporation (the “Company”), of proxies toDirectors. Additional information regarding each nominee’s specific experience, qualifications, attributes and skills can be voted at our Annual Meeting of Stockholders to be held on May 15, 2019 (“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 in person. The Annual Meeting will be held at 9:00 a.m. Eastern Daylight Time at The Maxwell New York City, 541 Lexington Avenue, New York, New York 10022 in Studios 4 and 5. For directions to the Annual Meeting you may contact our Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017.
« l | = Committee Chair = Committee Member | Committee Membership | ||||
| Board Member | Age | Director Since | Audit | Compensation | Nominating & Corporate Governance | |
James M. Taylor Jr. Chief Executive Officer and President, Brixmor Property Group, Inc. | 54 | 2016 | ||||
John G. Schreiber Chairman of the Board President, Centaur Capital Partners, Inc. | 74 | 2013 | l | l | ||
Michael Berman Former Chief Financial Officer, GGP, Inc. | 63 | 2013 | « | |||
Julie Bowerman Chief Global Digital, Consumer and Customer Experience Officer, Kellogg Company | 52 | 2019 | l | |||
Sheryl M. Crosland Former Managing Director and Retail Sector Head, JP Morgan Investment Management | 68 | 2016 | l | |||
Thomas W. Dickson Former Chief Executive Officer, Harris Teeter Supermarkets, Inc. | 65 | 2015 | l | |||
Daniel B. Hurwitz Founder and Chief Executive Officer, Raider Hill Advisors, LLC | 57 | 2016 | l | |||
William D. Rahm Senior Managing Director, Centerbridge Partners, L.P. | 42 | 2013 | « | l | ||
Gabrielle Sulzberger Strategic Advisor, Two Sigma Impact | 60 | 2015 | l | « | ||
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 7
| > | 2020 BUSINESS OVERVIEW |
While the COVID-19 pandemic presented many challenges for the retail real estate industry during 2020, the Brixmor team remained focused on supporting our tenants, employees and other stakeholders. When many of our retailers were forced to temporarily close their locations due to government-mandated orders, we worked to provide resources and additional support to these businesses through our BrixAssist program (see page 11 for additional information). We maintained high property operational standards, while minimizing unnecessary expenses for Brixmor and its tenants as we prioritized enhanced safety and cleanliness protocols across our portfolio. We remained focused on employee engagement and took proactive steps to address the challenges encountered by employees as they transitioned to working in a remote environment. In addition, we significantly expanded our financial capacity and liquidity through the temporary deferral of certain elective capital expenditure projects, the execution of two senior notes offerings aggregating $800 million, and a temporary suspension of our quarterly dividend.
We believe that the pandemic has resulted in the acceleration of many trends in the retail industry and we further believe that Brixmor’s high-quality, nationally diversified portfolio of neighborhood and community shopping centers will be a net beneficiary as retailers increasingly prioritize proximity to their customers and the convenience, accessibility, and flexibility of the appointment of Deloitte & Touche LLP asopen-air retail format. We remain confident in our independent registered public accounting firmproven and durable business plan, supported by our attractive rent basis and best-in-class leasing and operating platform, which will continue to drive new leasing productivity and sustain momentum in our reinvestment program. We are prepared for 2019.
| Sarasota Village | Sarasota, FL |
 | |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ï PAGE 8
| > | 2020 BUSINESS HIGHLIGHTS |
RESPONSE TO COVID-19
| Tenants | Employees | Community | Investors |
Implemented | Focused on | Hosted safe and | Consistently focused |
PORTFOLIO ACTIVITY
| 89% | 2.3M | $403M | $127M |
Of billed base rent | Square feet of new | Active reinvestment | Dispositions |
FINANCIAL FLEXIBILITY
| $1.6B | $800M | $0 | 5.4 |
Available liquidity;
| Senior notes issued;
| Remaining
| Weighted average
|
| (1) | As of February 5, 2021. Period covers the nine months ended December 31, 2020. |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 9
| > | CORPORATE RESPONSIBILITY |
OPERATING IN A SOCIALLY RESPONSIBLE MANNER
We believe that prioritizing the close of business on March 12, 2019 (the “Record Date”), may vote at the Annual Meeting, or any postponement or adjournment thereof. As of that date, there were 298,258,420 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:
Our Board of Directors, through the Nominating and Corporate Governance Committee, oversees our corporate responsibility initiatives to ensure that our actions continue to demonstrate our strong commitment to operating in a socially responsible manner. To facilitate their oversight, periodic updates are important components of our business and operations and our related efforts, targets and progress are regularly reviewed and evaluatedprovided by our BoardExecutive Vice President, Operations. In 2020, management established an ESG Steering Committee, comprised of Directors. In addition, we highlightindividuals from multiple disciplines across the Company and regularly updateled by our environmentalSenior Vice President, Operations & Sustainability. The ESG Steering Committee meets quarterly and social initiatives, as well as governance policies,focuses primarily on www.brixmor.com under Why Brixmorsetting, implementing, monitoring, and Investors,communicating the Company’s Corporate Responsibility strategy and in other publicly available documents.
 | ![[MISSING IMAGE: lg_gresb.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/lg_gresb.jpg){kind=small} ![[MISSING IMAGE: lg_green-lease.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/lg_green-lease.jpg){kind=small} | As a result of our corporate responsibility efforts, we have been recognized by GRESB as a Green Star recipient and by the Institute for Market Transformation and U.S. Department of Energy Better Buildings Alliance as a Green Lease Leader at the highest Gold level. | ||||||
Additional detailed information regarding our Corporate Responsibility strategy can be found in our Corporate Responsibility Report at https://www.brixmor.com/why-brixmor/corporate-responsibility and in our investor relations presentations. |
TENANT PARTNERSHIPS
The success of our Company is highly dependent on the success of our tenants and as one of the largest open-air retail landlords in the United States, we support over 5,000 national and regional tenants and local entrepreneurs across the country. By utilizing a combination of local leasing professionals in addition to a dedicated National Accounts leasing team, we attract and retain the most relevant operators to our shopping centers. We strive to be a key partner in the success of our retailers by providing them proactive property management, ongoing tenant coordination, and additional services such as marketing support for our local tenants. We monitor our success through biennial tenant engagement surveys. As a result of feedback from these surveys, we improved communication by launching a tenant portal on our website and provided other desirable on-site amenities at our shopping centers, such as additional soft seating areas and seasonal landscaping.
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 10
| Our properties, which are thoughtfully merchandised with a robust mix of non-discretionary uses, consumer-oriented services, and value-oriented retail, have served an important role in their communities throughout the pandemic. Accordingly, we swiftly mobilized early in the crisis to support those tenants providing essential functions to ensure that they could continue to safely and effectively serve our communities. We took critical steps to maintain our high property operational standards, while minimizing unnecessary expenses for Brixmor and its tenants |  |
We also implemented our multi-faceted BrixAssist program, which included:
Importantly, we also provided financial support to many of our tenants, primarily through short-term rent deferral agreements with repayment terms reflective of the specific challenges of individual businesses. In more limited circumstances, we provided selective rent abatements.
ENVIRONMENTAL RESPONSIBILITY
We continue to make meaningful progress against our established long-term targets to mitigate our environmental impact through initiatives such as our LED lighting conversion program and electric vehicle charging station installations, reducing our electric usage and greenhouse gas emissions. We also partner with our tenants to achieve our sustainability goals through green lease provisions. In addition to establishing a framework for promoting sustainable operations in a triple net lease environment, these provisions have, and will continue to facilitate the installation of solar panels, providing tenants access to lower-cost on-site renewable energy.
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 11
| Established 2025 Goals |
 |
| Progress Against 2025 Goals |
 |
During 2021, we intend to formalize our Climate Change Policy. An integral aspect of this Policy will be periodic, portfolio-wide climate change risk assessments to better understand potential impacts to our properties, our tenants and the communities we serve. We will use a third-party data source, review available data, and assess climate change risks and opportunities to help us further understand physical and transition risks associated with climate change across our portfolio. We will provide transparency on these risks by reporting the potential impacts of climate change and our management team’s approach to mitigating the risks in line with the Task Force on Climate-Related Financial Disclosures. In addition, during 2021, we will develop a roadmap to achieve net zero carbon emissions by 2050 for areas under our operational control.
COMMUNITY CONNECTIVITY
Our ongoing commitment to sustainability is also evident in our approach to value-enhancing reinvestment activity, which transforms properties to meet the needs of the communities we serve through strategic repositioning and redevelopment activity, executed with a focus on resource efficiency. Additionally, we work to provide welcoming, safe and attractive retail centers for our tenants and their customers to gather, connect and engage, both within stores at our centers and in public spaces throughout our portfolio.
We further support our communities by hosting local events, volunteering, and providing aid in times of need. In 2020, we conducted our inaugural Brixmor Day of Service, hosting food drives that resulted in over 11,000 donated meals benefiting 33 different organizations. We also utilized funds that were originally set aside for corporate holiday celebrations to allow each employee to designate $125 to agencies in their communities focused on addressing food insecurity. On an annual basis, in addition to our Company-wide Day of Service, each employee receives two paid Service Days each year to make an impact in their respective communities.
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 12
 |
| To safely promote connection within communities during COVID-19, we hosted famers markets and |
 |  |  |  |  | ||||
| Burlington Square Boston, MA | Martin Downs Port St. Lucie, FL | Braes Oaks Center Houston, TX | Parkway Plaza Binghamton, NY | Festival Centre Charleston, SC | ||||
| Blackbird Café food donation | Drive-In movie screening | Farmers market | Cub Scouts food drive | Blood donation drive |
 |  |  |  |  | ||||
| Pointe Orlando Orlando, FL | Northeast Plaza Atlanta, GA | Victory Square Savannah, GA | Panama City Square Panama City, FL | Roosevelt Mall Philadelphia, PA | ||||
| Paint Your Pointe art contest | Dia De Los Muertos celebration | Cub Scouts Mobile Race Day | Mosley High School Football + Salvation Army food & blood drive | Sidewalk sale and school supply giveaway |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 13
HUMAN CAPITAL MANAGEMENT
| We are highly committed to being a responsible employer and creating and sustaining a positive work |
| ~98% | 97% | 8.5/10 |
| Employee satisfaction rating | Employee survey participation | Employees likely to refer someone to work at Brixmor |
The pillars of our human capital strategy are:
| Engagement and Connectivity |  |
| We believe that employees that are personally engaged in our vision to be the center of the communities we serve and are connected with similarly engaged colleagues will be happier, more effective, and more likely to think and act like owners. Company-wide recognition of excellence is one way we show our team members how important they are to the Company and each other. Our quarterly employee awards include the “Our Center is You” award, which recognizes employees for immersing themselves in and serving our communities, and the “Find A Better Way” award, which recognizes ingenuity. We foster connectivity through company-wide enrichment events, like our TED Talk-style “Big Brain Days” where leading authors discuss topics to inspire individual and team growth, a Board of Directors lunch series, book clubs, and Company-wide community service projects. |
Growth
We encourage our employees to grow and develop their interests and passions by providing a wide variety of professional and personal training and learning opportunities. In addition to comprehensive training programs geared toward specific job functions, we provide a number of innovative development programs, such as:
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 14
Health and Well-being
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 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 |  |
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 15
| At the end of 2020, approximately |  |
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 those of our |
 |
Investor Engagement
Our focus on strong corporate governance is supported by transparency, high-quality disclosure and ongoing 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, business and industry trends and market conditions, and our corporate responsibility initiatives and governance practices, while also soliciting their feedback. We share the feedback we receive with our Board of Directors, providing them valuable insight into shareholder 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, we had approximately 600 equity and fixed income investor touchpoints and engaged with the majority of our actively managed investors. Due to the COVID-19 pandemic, most of the interactions during 2020 were virtual.
BRIXMOR PROPERTY GROUP ï 2021 PROXY STATEMENT ïPAGE 17
| > |
Upon the recommendation of the Nominating and Corporate Governance Committee, 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 boardBoard of directors.Directors. All of the nominees are willing to serve as
CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES
89% Independent | 1/3 Female | 59 Average | 6 Average |
In addition, one of Directors in 2019
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2021
The following information describes the offices held, other business directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. 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 person should serve as a director.
“FOR”THE ELECTION OF EACH OF THE DIRECTOR NOMINEES BELOW. |
BRIXMOR PROPERTY GROUP |2021 PROXY STATEMENT |PAGE 18
| > | ![[MISSING IMAGE: ph_jamesm-taylor.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_jamesm-taylor.jpg) |
 James M. Taylor Jr. | |||
Age 54 Director since 2016 | |||
![[MISSING IMAGE: ph_john-schreiber.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_john-schreiber.jpg) | John G. Schreiber | ||||
Age 74 Director and Chairman since 2013 Committee membership: • Compensation • Nominating & Corporate Governance | |||||
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 19
![[MISSING IMAGE: ph_michael-berman.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_michael-berman.jpg) |  Michael Berman | ||||
Age 63 Director since 2013 Committee membership: • Audit (Chair) | |||||
![[MISSING IMAGE: ph_julie-bowerman.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_julie-bowerman.jpg) |
Julie Bowerman | ||||
Age 52 Director since 2019 Committee membership: • Nominating & Corporate Governance | |||||
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 20
![[MISSING IMAGE: ph_sheryl-crosland.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_sheryl-crosland.jpg) | Sheryl M. Crosland | ||||
Age 68 Director since 2016 Committee membership: • Audit | |||||
![[MISSING IMAGE: ph_thomas-dickson.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_thomas-dickson.jpg) |  Thomas W. Dickson | ||||
Age 65 Director since 2015 Committee membership: • Compensation | |||||
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 21
![[MISSING IMAGE: ph_daniel-hurwitz.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_daniel-hurwitz.jpg) |  Daniel B. Hurwitz | ||||
Age 57 Director since 2016 Committee membership: • Compensation | |||||
![[MISSING IMAGE: ph_william-rahm.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_william-rahm.jpg) |  William D. Rahm | ||||
Age 42 Director since 2013 Committee membership: • Compensation (Chair) • Nominating & Corporate Governance | |||||
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 22
![[MISSING IMAGE: ph_gabrielle-sulzberger.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/ph_gabrielle-sulzberger.jpg) |  Gabrielle Sulzberger | ||||
Age 60 Director since 2015 Committee membership: • Audit • Nominating & Corporate Governance committee (Chair) | |||||
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 23
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 we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 24
OUR COMMITMENT TO BOARD REFRESHMENT
We believe the quality, focus and diversity of skills and experience of our Board have been a key driver of the Company’s success. Our Nominating and Corporate Governance Committee regularly monitors the composition of our Board and identifies ways we can strengthen our Board, including to address particular skill 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 of the Nominating and Corporate Governance Committee and the Board with respect to refreshment is illustrated by changes to the Board in the last few years, including the 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 Independence and Independence Determinations
DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS
Under our Corporate Governance Guidelines and 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
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 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 Schreiber and Mses. Bowerman, Crosland and Sulzberger is independent for purposes of all applicable New York
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. 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. Schreiber serves as Chairman, while Mr. Taylor serves as our Chief Executive Officer and President. Our Board believes that this structure best
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, 2018,2020, the Board held 10 meetings, the Audit Committee held 8 meetings, the Compensation Committee held 2 meetings and the
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 25
AUDIT COMMITTEE
Members: Michael Berman (Chair) Sheryl M. Crosland Gabrielle Sulzberger 2020 meetings: 6 The duties and responsibilities of the | Requirements: •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 •Mr. Berman’s qualification is based on, among other things, his 15 years of experience as a Chief Financial Officer of two public real estate companies •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 service on the 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 |
Duties and the applicable NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the New York Stock Exchange. 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. The Board reached its conclusion as to Mr. Berman’s qualification based on, among other things, his 15 years of experience as the Chief Financial Officer of two public real estate investment trusts. The Board reached its conclusion as to Ms. Crosland based on her education as a certified public accountant, her more than 30 years of experience in real estate investment management and her service on the audit committee of several private real estate companies. The Board reached its conclusions as to Ms. Sulzberger based on, among other things, her more than 10 years of experience as a partner at a private equity fund, more than 5 years of experience as a chief financial officer and her prior experience as audit committee chairman of a public company.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 26
COMPENSATION COMMITTEE
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 | Requirements: •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 Chief Executive Officer and other executive officers’ compensation, 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), determines and approves the annual salary, bonus, equity-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 |
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 2018,2020, James M. Taylor Jr., our President and Chief Executive Officer, generally participated in discussions and deliberations with the Compensation Committee regarding determinations of annual cash and equity
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 27
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 | Requirements: •All members are “independent,” in accordance with the Committee’s charter and applicable NYSE listing standards Duties and responsibilities: •Establishes the criteria for the selection of new directors •Identifies 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 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, 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
www.brixmor.com under Investors: Governance: Nominating and Corporate Governance Committee Charter, and include among others the following:
The Board exercises oversight ofoversees risk management related to us and our business and accomplishes this oversight through the 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, the surveillance ofour administrative and financial controls, and our compliance with legal and regulatory requirements.
Through its 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 the appropriatevarious mitigating factors. In addition, our Board receives periodic detailed operating performance reviewsfinancial and operational updates from management.
We are committed to cybersecurity and vigilantly protecting all 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 to focus on preventing, identifying and detecting cybersecurity risks. We use advanced next generation protection technologies 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 meetings of the non-management members ofrequired to be reported, including to 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 non-independent directors. In accordance with our
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. 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
Any stockholder also may request them 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 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
6x Multiple of base salary Chief Executive Officer | 4x Multiple of base salary Chief Financial Officer | 3x Multiple of base salary All other senior officers |
GUIDELINES FOR INDEPENDENT DIRECTORS
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 which applies to all directors, officers and employees of the Company and a Code of Conduct for Senior Financial Officers which 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 internet websitewww.brixmor.com under Investors: Governance.
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, and 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 set forth above rather than by filing a Form 8-K.
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, and 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 Chairman of the Audit Committee of the Board of Directors and may be made in person, in writing or through a toll-free phone number. 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.
The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for election as directors to the Board. In considering candidates for the Board, the Nominating 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 experiencesskills and areas of expertise (although the Board does not have(including expertise that could qualify a formal diversity policy)director as an “audit committee financial expert” under SEC rules), compliance with New York Stock ExchangeNYSE and SEC boardBoard and committeeCommittee independence requirements, as applicable, and the size of 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
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.
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, and structure, the Board focused primarily on the information discussedcontained in each of the boardBoard member’s biographical information set forth above.
Each of the Company’s directors possessesDirectors:
In addition, most of ourthe Company’s directors possess substantial expertiseexperience in both (i) owning and/or managing public or privately held enterprises and (ii) advising and managing companies in various segments of the real estate industry.
In 2019,2021, this 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.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 32
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, the Presiding Independent Director or chairperson 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 (1) addressing such
Brixmor Property Group Inc.,
c/o General Counsel
450 Lexington Avenue
New York, New York 10017 or (2) sending an email to PresidingIndependentDirector@brixmor.com.
Email to:
PresidingIndependentDirector@brixmor.com
Such communications may be done confidentially or anonymously.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 33
Set forth below is certain information regarding each of our current executive officers, other than Mr. Taylor, whose biographical information is presented under “Nominees for Election to the Board of Directors in 2019.“Director Nominees.”
Angela Aman | Age 41 Executive since: 2016 | Ms. Aman has served as Executive Vice President, Chief Financial Officer 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 |
Brian T. Finnegan | Age 40 Executive since: 2014 | Mr. Finnegan has served as Executive Vice President, Chief Revenue Officer since February 2020, and previously served as Executive Vice President, Leasing |
 Mark T. Horgan | Age 45 Executive since: 2016 | 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
Steven F. Siegel | Age 60 Executive since: 2007 | 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 | Age 58 Executive since: 2010 | Ms. Singh has served as Executive Vice President, Chief Talent Officer since January 2017. Ms. Singh previously served as Executive Vice President, Human Resources & Administration from July 2010 until January 2017. From April 2007 through July 2010, Ms. Singh served as our Senior Vice President, Human Resources & Administration. Until April 2007, she was Senior Vice President, Human Resources & Administration of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human Resources in 2001. Ms. Singh serves on the Action Committee for the NAREIT Dividends through Diversity program. Ms. Singh received a B.A. from Rowan University. |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 35
| 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 2019.2021. 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 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.
AUDIT AND NON-AUDIT FEES
In connection with the audit of the 20182020 financial statements, we entered into an agreement with Deloitte & Touche LLP which set forth the terms by which Deloitte & Touche LLP would perform audit services for the Company.
The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of our financial statements for 20182020 and 20172019 and fees billed for other services rendered by Deloitte & Touche LLP for those periods:
| | | | 2018 | | | 2017 | | ||||||
| Audit Fees(1) | | | | $ | 1,451,810 | | | | | $ | 1,444,317 | | |
| Tax fees(2) | | | | | 451,102 | | | | | | 410,415 | | |
| All other fees(3) | | | | | — | | | | | | 1,895 | | |
| Total: | | | | $ | 1,902,912 | | | | | $ | 1,856,627 | | |
| 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 |
| (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 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 any independent registered public accounting firm prior to each engagement.
| 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 (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank 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 2440 to 41.67. 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 2440 to 32,67, as well as the discussion regarding the Compensation Committee on pages 14 to 15. Thepage 27. We expect that we will conduct the next vote to approve, in a non-binding, advisory vote theon executive compensation paid to our named executive officers will take place at the 20202022 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 COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.
The Audit Committee operates pursuant to a charter which 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 of “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 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
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, 20182020 filed with the SEC.
Submitted by the Audit Committee of the Company’s Board of Directors:
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, 20182020 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 John G. Schreiber |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 39
| > |
OVERVIEW
Compensation Year 20182020 (“CY2018”CY2020”) Named Executive Officers
Purpose of Compensation Program
Our executive compensation program is designed to attract and retain individuals with the qualifications to manage and lead the Company, as well as toand motivate them to develop professionally and contribute to the achievement of our financial and operational goals and ultimately create and grow our equity value.
Say on Pay Results
In 2018,2020, stockholders showed support for our executive compensation programs with 93.0%96.9% of the votes cast for the approval of the “say-on-pay”“say on pay” proposal at our 20182020 annual meeting of stockholders.
PRIMARY COMPONENTS OF 2020 EXECUTIVE COMPENSATION
| Component | Objective & Explanation | ||||||
| Salary | Cash | •Base level compensation, rewards day-to-day performance and standard job duties •Reflects level of responsibilities and experience/ | |||||
| Annual Bonus (“Bonus”) | Cash | •Earned for achievement of annual performance objectives •2020 performance objectives were Company •Named executive officers have bonus ranges with Threshold, Target and Maximum levels represented as percentages of base | |||||
| Long Term Incentive (“LTI”) | •PRSUs and and longer-term value creation •Provides alignment of interests with stockholders •Performance for PRSUs geared toward total •Multi-year vesting periods aid in retention |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 40
TARGET PAY
Our target pay is heavily weighted toward performance-based and/orand equity-based compensation.
![[MISSING IMAGE: tv517016_pie-pay.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/tv517016_pie-pay.jpg)
Composition of the executive team’s effectiveness at leading the broader team in the management of our
![[MISSING IMAGE: tv517016_chrt-bonus.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-017706/tv517016_chrt-bonus.jpg)
 |  |
| Performance-based and equity-based compensation = 82% | Performance-based and equity-based compensation = 74% |
| (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 ï2021 PROXY STATEMENT ïPAGE 41
EXECUTIVE COMPENSATION PHILOSOPHY AND CORPORATE GOVERNANCE
Our compensation philosophy is based on best 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 chairs |
| ü | Design our compensation programs 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 |
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
EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY
Our primary executive compensation objectives are to:
To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) annual cash incentive compensation;bonus; (3) long-term equity compensation;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 2018,2020, stockholders showed support for our executive compensation programs, with 93.0%96.9% of the votes cast for the approval of the “say-on-pay” proposal at our 20182020 annual meeting of stockholders. The Compensation Committee believes that this support is attributable to the Compensation Committee’s commitment to continuing the alignment of our named executive officers’ compensation with the Company’s performance.
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 20142020 annual meeting of stockholders, the Board decided that Brixmorthe 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. As the Dodd-Frank Act requires that such stockholder votes on frequency be held at least once every six years, weWe currently expect the next stockholder vote on frequency to occur at the Company’s 20202026 annual meeting.
CLAWBACK POLICY
The Compensation Committee has implemented a clawback policy, pursuant to which the Company may seek repayment of cash and equity incentive compensation paid to executive officers under certain circumstances. If the Company’s financial results (including GAAP financial statements or non-GAAP financial measures) are restated, the Compensation Committee may 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 Compensation Committee determines that any covered person has committed fraud or intentional misconduct that either constitutes a violation of law or material breach of Company policy or that could reasonably be expected to result in significant reputational or financial harm to the Company, 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
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.
In 2018,2020, Mr. Taylor, our President and Chief Executive Officer, 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 made recommendations to the Compensation Committee regarding compensation for the named executive officers other than himself.
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.
Pay Governance reports directly to assist the Compensation Committee in modifyingand does not provide services to the long-term incentive compensation program forCompany’s management that are not under the executiveCompensation 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, team.
Use of Comparative Market Data
The total potential compensation for our 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 NEOsnamed executive officers by applying their individual understanding, experiences and judgments in 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
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 specific role of the named executive officer in the organization.
Compensation Elements
The Compensation Committee, in consultation with the Company, reviews the Company’s 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. 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.
COMPENSATION ELEMENTS
Base Salary
Base salary compensates our executives for performing the day-to-day requirements of their positions and provides them with a minimum level of cash income predictability 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 the community and in our industry, generally, and any other factors relevant to that particular job. 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. 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 with competitive pressures or changes in job responsibilities.
The following table reflects the base salaries of our named executive officers at the end of 2018.
| Name | | | Base Salary as of December 31, 2018 | | |||
| James M. Taylor Jr. | | | | $ | 800,000 | | |
| Angela Aman | | | | $ | 500,000 | | |
| Mark Horgan | | | | $ | 475,000 | | |
| Steven F. Siegel | | | | $ | 450,000 | | |
| Brian T. Finnegan | | | | $ | 450,000 | | |
| Name | Base Salary as of December 31, 2020 |
| James M. Taylor Jr. | $950,000 |
| Angela Aman | $550,000 |
| Mark T. Horgan | $525,000 |
| Brian T. Finnegan | $500,000 |
| Steven F. Siegel | $450,000 |
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Annual Cash Incentive Compensation
In order to motivate our named executive officers to achieve near-term performance goals and tie a significant portion of their cash compensation to actualrealized performance, each named executive officer is eligible for annual cash incentive awards under the Annual Bonus Plan based on achievement of corporate financial targets (75% of the bonus) and individual qualitative goals (25% of the bonus), each
| Name | | | Threshold | | | Target | | | Maximum | | |||||||||
| James M. Taylor | | | | | 100% | | | | | | 125% | | | | | | 200% | | |
| Angela Aman | | | | | 56% | | | | | | 75% | | | | | | 100% | | �� |
| Mark Horgan | | | | | 56% | | | | | | 75% | | | | | | 100% | | |
| Steven F. Siegel | | | | | 49% | | | | | | 65% | | | | | | 85% | | |
| Brian T. Finnegan | | | | | 56% | | | | | | 75% | | | | | | 100% | | |
| 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% |
In February 2020, the Compensation Committee determined that the two corporate metrics under the 2020 Annual Bonus Plan was based on our achievement(75% of two corporate financial metrics: the bonus) would be growth in Same Property Net Operating Income (“SP NOI growthNOI”) per share and FFOFunds From Operations (“FFO”) per share. SP NOI growth represents net operating income ofis calculated (using properties owned for the entirety of twoboth periods and excluding properties under development and completed new development properties which have been stabilized for less than one year.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 expenses)administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) amortizationaccretion of above- and below-marketbelow- market leases and tenant inducements, net, (v) straight-line ground rent expense, and (vi) income/expenseincome (expense) associated with the Company’s captive insurance company. FFO per share represents net income (loss), calculated in accordance with GAAP, excluding (i) gain (loss) on disposition of operating properties, plus (ii) depreciation and amortization of operating properties, (iii) impairment of operating properties andrelated to real estate, equity(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 (iv)(v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis. In addition, when setting the metrics for FFO per share achievement under the 2020 Annual Bonus Plan, the Compensation Committee determined that reported FFO would be adjusted to exclude non-routine litigation and investigativeother non-routine legal expenses and any other non-routine or one-time expenses.
The following table shows the weighting assigned to each of the named executive officers for each fiscal 20182020 Annual Bonus Plan performance metric.
| Name | | | SP NOI | | | FFO | | | Individual Component | | |||||||||
| James M. Taylor | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Angela Aman | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Mark Horgan | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Steve F. Siegel | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Brian T. Finnegan | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
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| 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% |
The table below sets forth the original threshold, target, and maximum performance goalscorporate metrics established by the Compensation Committee in February 2020 for each fiscal 2018the 2020 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 on 2020 Annual Bonus Plan
The onset of the COVID-19 pandemic 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 change 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:
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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 financial metric, as well as actual performance results for 2018. Actual payouts between the threshold, target and maximum amountstargets that were interpolated on a linear basis.
Metric(1) | | | 2018 Threshold | | | 2018 Target | | | 2018 Maximum | | | 2018 Results | | ||||||||||||
| SP NOI Growth | | | 0.75% | | | 1.0% | | | 1.5% | | | 1.1% | | ||||||||||||
| FFO | | | | $ | 1.95/share | | | | | $ | 1.995/share | | | | | $ | 2.04/share | | | | | $ | 2.00/share | | |
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 levels approved in 2018 for FFO werethroughout the year and evaluate whether discretion would need to be adjustedapplied following year-end to exclude non-routine litigationdetermine final payouts under the plan. To this end, the Compensation Committee, with the assistance of its compensation consultant and investigative legalthe Chief Executive Officer, developed and other expensesthen refined an alternative framework that the Compensation Committee could use to evaluate performance managing through the COVID-19 pandemic. This framework, referred to as well as debt extinguishment costs. The adjusted performance levels for FFOthe “Resilience Scorecard”, set forth herein have been approvedcriteria that the Compensation Committee believed supported the Company’s pandemic-response strategy, and could be used by the Compensation Committee.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 |
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| • | 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 determination of the Company’s level of achievement for that general category, with 1.0 point representing target performance. The average score for each 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 strategy 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:
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 49
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:
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 50
Ms. Aman’s accomplishments included:
Mr. Horgan’s accomplishments included:
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Mr. Finnegan’s accomplishments included:
Mr. Siegel’s accomplishments included:
Based on this assessment the Compensation Committee determined that each of Messrs. Taylor, 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 these assessments of the corporate metrics and the individual performance goals, the Compensation Committee approved the 2020 Annual Bonus Plan awards detailed in the following table, actual amounts paid under the Annual Bonus Plan for fiscal 2018 were as follows:
| Name | | | 2018 Base Salary | | | Target Bonus as a Percentage of Base Salary | | | Target Bonus Potential | | | Combined Achievement Factor as a Percentage of Target | | | 2018 Annual Bonus | | | | | | | |||||||||||||||||||||||||
| James M. Taylor Jr. | | | | $ | 800,000 | | | | | | 125% | | | | | $ | 1,000,000 | | | | | | 122% | | | | | $ | 1,220,425 | | | | | | | | ||||||||||
| Angela Aman | | | | $ | 500,000 | | | | | | 75% | | | | | $ | 375,000 | | | | | | 112% | | | | | $ | 420,922 | | | | | ��� | | | ||||||||||
| Mark Horgan | | | | $ | 475,000 | | | | | | 75% | | | | | $ | 356,250 | | | | | | 112% | | | | | $ | 399,876 | | | | | | | | ||||||||||
| Steven F. Siegel | | | | $ | 450,000 | | | | | | 65% | | | | | $ | 292,500 | | | | | | 111% | | | | | $ | 325,564 | | | | | | | | ||||||||||
| Brian T. Finnegan | | | | $ | 450,000 | | | | | | 75% | | | | | $ | 337,500 | | | | | | 106% | | | | | $ | 358,625 | | | | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 52
| 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. |
Long-Term Equity Compensation
The Company grants long-term incentive awards granted in February 2018, the Compensation Committee modified the Company’s executive long-term equity compensation program design to further align the Company’s long-term incentive awardsexecutives with competitive practices and 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 in the calendar year of grant based on relative total shareholderstockholder return (“TSR”) over such period. Performance over the three-year measurement period for the PRSUs (the “Performance Period”) will be measured by the Compensation
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 NAREIT Equity Shopping Center Index (the “Index”).Centers Index. If the Company’s TSR during the measurement period is negative, the maximum 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, 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% | ||||||
| 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 next succeeding January 1.year. In order to incentivize and reward superior performance, the Service RSUs have 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
In 2018,2020, the Compensation Committee determined to grant the named executive officers the below number
| 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 |
Any Outperformance RSUs sinceearned with respect to the outperformance2020 Service RSUs will be earned and granted following the end of the measurement period ends on December 31, 2020,2022, as described above:
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 54
| | Named Executive Officer | | | Target PRSUs | | | Service RSUs | |
| | James M. Taylor | | | 113,780 | | | 75,853 | |
| | Angela Aman | | | 37,927 | | | 25,284 | |
| | Mark T. Horgan | | | 37,927 | | | 25,284 | |
| | Steven F. Siegel | | | 31,290 | | | 20,859 | |
| | Brian T. Finnegan | | | 26,549 | | | 17,698 | |
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 period andor as of any termination of employment. Upon a 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), a portion of the PRSUs and Outperformance RSUs will be eligible to become earned in the case of PRSUs or granted in the case of Outperformance RSUs and vested, based on actual performance through the date of termination and subject to proration based on the number of days during the applicable performance 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, a portion of the PRSUs will become earned or Outperformance RSUs will be granted based on actual performance through the date of the change in control. In addition, in general, unvested Service RSUs are forfeited upon a termination of employment; however, upon a 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 termination.
Dividends will be paid currently on unvested Service RSUs. Dividend equivalents will accrue and be paid only on earned PRSUs. Dividend equivalents will only be paid on Outperformance RSUs from and after the date granted.
2018 PRSU Awards Performance Determination
The 2016performance criteria for the 2018 PRSU awards, of RSUs were divided into a one-yearwhich performance period began on January 1, 2018 and a three-year performance period, with the awards more heavily weighted to the three-year performance period. Following the conclusion of the three-year performance periodended on December 31, 2020, was the percentile ranking of the Company’s TSR over the performance period relative to the TSR of the 17 REITs in the FTSE NAREIT Equity Shopping Centers Index over the performance period (the “Percentile Ranking”). The threshold, target, and maximum performance levels of relative TSR (measured on a compounded annual basis over the measurement period) for the 2018 PRSU awards are described in the second table above. For the three year period ended December 31, 2020, the Company outperformed all 17 REITs in the peer index and its absolute TSR was positive. Accordingly, the Company’s Percentile Ranking was 100%, which resulted in an award payout of 200%. Of the PRSUs that were earned, 50% vested on February 2, 2021, 25% will vest on January 1, 2022 and 25% will vest on January 1, 2023.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 55
2018 Outperformance RSU Awards Performance Determination
The performance period for the 2018 Outperformance RSU awards began on January 1, 2019 and ended on December 31, 2020. The performance criteria was based on achievement of specified 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, 2019 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 performance for the two years ended December 31, 2020, and thus no awards were earned. Given the impact of COVID-19 on the applicable performance targets, the Compensation Committee considered making adjustments to these awards, but determined that no RSUs were earned for such performance period.
Other Employee Benefits &and Perquisites
We provide to all our employees, including our named executive officers, 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 same benefits, including life and health benefits and vacation, holiday and sick time that are available to all employees. 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), 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 named executive officers also receive supplemental long-term disability coverage, 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 boardBoard believes that providing modest perquisites is both customary among our peers and necessary for attracting and retaining talent.
Severance Benefits
The boardBoard 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
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COMPENSATION ACTIONS TAKEN DURING 2021
Base Salaries
In February 2019,2021, the Compensation Committee approveddetermined that Mr. Finnegan’s base salary would increase to $525,000 for 2021. In addition, the Company and authorized increasesMr. 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 followingremaining named executive officers infor 2021 would remain unchanged from 2020.
Annual Bonus
In February 2021, the following amounts, which increases are effective as of January 1, 2019:Compensation Committee determined to increase the 2021 maximum annual bonus payout percentage for Ms. Aman from 125% to 150% and for Mr. Taylor’s base salary was increasedFinnegan from 100% to $950,000; Ms. Aman’s base salary was increased to $550,000; Mr. Horgan’s base salary was increased to $525,000;125%. In addition, the Company and Mr. Finnegan’s base salary wasTaylor 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, the Compensation Committee determined that the Annual Bonus Plan for fiscal 2021 will not rely on the Resilience Scorecard framework utilized to $500,000.
Equity-Based Awards
At the February 20192021 meeting, the Compensation Committee determined to grant the named executive officers the following number of PRSUs at target level and Service RSUs (which are subject to the outperformance modifier), respectively: 102,975167,575 and
Renewal of Chief Executive Officer Employment Agreement
In February 2019,2021, the Compensation Committee determined thatCompany and Mr. Taylor renewed his employment agreement for an additional five years. Pursuant to the Annual Bonus Plan for fiscal 2019terms of the amended employment agreement, the Company will reward our named executive officers that are current employees 75% based on corporate financial metrics and 25% based on individual goals.
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SUMMARY COMPENSATION TABLE
The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers for 2018, 20172020, 2019 and 20162018 for services rendered to us during those fiscal years.
| Name and Principal Position | | | Year | | | Salary ($) | | | 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 Chief Executive Officer, President and Director | | | | | 2018 | | | | | | 800,000 | | | | | | | | | | | | 2,999,994 | | | | | | — | | | | | | 1,220,425 | | | | | | — | | | | | | 30,290 | | | | | | 5,050,709 | | |
| | | | 2017 | | | | | | 800,000 | | | | | | — | | | | | | 2,999,992 | | | | | | — | | | | | | 1,300,750 | | | | | | — | | | | | | 578,732 | | | | | | 5,679,474 | | | ||
| | | | 2016 | | | | | | 480,000 | | | | | | 154,965 | | | | | | 5,965,613 | | | | | | — | | | | | | 940,531 | | | | | | — | | | | | | 116,283 | | | | | | 7,657,392 | | | ||
| Angela Aman Executive Vice President, Chief Financial Officer and Treasurer | | | | | 2018 | | | | | | 500,000 | | | | | | | | | | | | 999,998 | | | | | | — | | | | | | 420,922 | | | | | | — | | | | | | 30,290 | | | | | | 1,951,210 | | |
| | | | 2017 | | | | | | 500,000 | | | | | | — | | | | | | 999,990 | | | | | | — | | | | | | 422,031 | | | | | | — | | | | | | 36,223 | | | | | | 1,958,244 | | | ||
| | | | 2016 | | | | | | 300,000 | | | | | | — | | | | | | 1,930,032 | | | | | | — | | | | | | 298,684 | | | | | | — | | | | | | 108,596 | | | | | | 2,637,312 | | | ||
| Mark T. Horgan Executive Vice President, Chief Investment Officer | | | | | 2018 | | | | | | 475,000 | | | | | | | | | | | | 999,998 | | | | | | — | | | | | | 399,876 | | | | | | — | | | | | | 30,264 | | | | | | 1,905,138 | | |
| | | | 2017 | | | | | | 475,000 | | | | | | — | | | | | | 999,990 | | | | | | — | | | | | | 415,773 | | | | | | — | | | | | | 33,318 | | | | | | 1,924,081 | | | ||
| | | | 2016 | | | | | | 285,000 | | | | | | — | | | | | | 1,645,619 | | | | | | — | | | | | | 274,965 | | | | | | — | | | | | | 197,306 | | | | | | 2,402,890 | | | ||
| Steven F. Siegel Executive Vice President, General Counsel and Secretary | | | | | 2018 | | | | | | 450,000 | | | | | | | | | | | | 824,997 | | | | | | — | | | | | | 325,564 | | | | | | — | | | | | | 27,349 | | | | | | 1,627,910 | | |
| | | | 2017 | | | | | | 450,000 | | | | | | — | | | | | | 924,999 | | | | | | — | | | | | | 337,613 | | | | | | — | | | | | | 25,670 | | | | | | 1,738,282 | | | ||
| | | | 2016 | | | | | | 450,000 | | | | | | 20,000 | | | | | | 925,494 | | | | | | — | | | | | | 371,363 | | | | | | — | | | | | | 25,351 | | | | | | 1,792,208 | | | ||
| Brian T. Finnegan Executive Vice President, Leasing | | | | | 2018 | | | | | | 450,000 | | | | | | | | | | | | 699,987 | | | | | | — | | | | | | 358,625 | | | | | | — | | | | | | 41,026 | | | | | | 1,549,638 | | |
| | | | 2017 | | | | | | 375,000 | | | | | | — | | | | | | 533,047 | | | | | | — | | | | | | 263,180 | | | | | | — | | | | | | 31,449 | | | | | | 1,202,676 | | | ||
| | | | 2016 | | | | | | 300,000 | | | | | | — | | | | | | 350,184 | | | | | | — | | | | | | 245,719 | | | | | | — | | | | | | 31,775 | | | | | | 927,678 | | | ||
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 | 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 ($) | ||||||||||||
| James M. Taylor Jr. | 23,092 | 8,550 | - | 31,642 | ||||||||||||
| Angela Aman | 15,578 | 8,550 | - | 24,128 | ||||||||||||
| Mark T. Horgan | 23,092 | 8,550 | - | 31,642 | ||||||||||||
| Brian T. Finnegan | 23,298 | 8,550 | 10,800 | 42,648 | ||||||||||||
| Steven F. Siegel | 20,298 | 8,550 | - | 28,848 | ||||||||||||
| (a) | Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums. |
| (b) | Represents the employer’s 401(k) plan matching contributions. |
FISCAL 2020 GRANTS OF CONTENTS
| Name | | | Insurance Costs(a) ($) | | | Company Contribution to Defined Contribution Plans(b) ($) | | | Use of Company Auto or Auto Allowance ($) | | | Total ($) | | ||||||||||||
| James M. Taylor | | | | | 22,040 | | | | | | 8,250 | | | | | | — | | | | | | 30,290 | | |
| Angela Aman | | | | | 22,040 | | | | | | 8,250 | | | | | | — | | | | | | 30,290 | | |
| Mark Horgan | | | | | 22,014 | | | | | | 8,250 | | | | | | — | | | | | | 30,264 | | |
| Steven F. Siegel | | | | | 19,099 | | | | | | 8,250 | | | | | | — | | | | | | 27,349 | | |
| Brian T. Finnegan | | | | | 21,976 | | | | | | 8,250 | | | | | | 10,800 | | | | | | 41,026 | | |
The following table provides supplemental information relating to grants of plan-based awards in fiscal 20182020 to help explain information provided above in our Summary Compensation Table.
| Name | | | Grant Date | | | Award Type | | | Estimated Future Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Or Units (#) | | | Grant Date Fair Value of Stock and Option Awards(4) ($)(2) | | |||||||||||||||||||||||||||||||||||||||
| | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||
| James M. Taylor Jr. | | | | | — | | | | Cash Incentive | | | | | 800,000 | | | | | | 1,000,000 | | | | | | 1,600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 02/28/2018(2) | | | | Performance RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 56,890 | | | | | | 113,780 | | | | | | 227,560 | | | | | | — | | | | | | 1,799,999 | | | ||
| | | | 02/28/2018(3) | | | | Service RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 75,853 | | | | | | 75,853 | | | | | | 227,557 | | | | | | — | | | | | | 1,199,994 | | | ||
| Angela Aman | | | | | — | | | | Cash Incentive | | | | | 280,000 | | | | | | 375,000 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 02/28/2018(2) | | | | Performance RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 18,963 | | | | | | 37,927 | | | | | | 75,854 | | | | | | — | | | | | | 600,005 | | | ||
| | | | 02/28/2018(3) | | | | Service RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 25,284 | | | | | | 25,284 | | | | | | 75,852 | | | | | | — | | | | | | 399,992 | | | ||
| Mark Horgan | | | | | — | | | | Cash Incentive | | | | | 266,000 | | | | | | 356,250 | | | | | | 475,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 02/28/2018(2) | | | | Performance RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 18,963 | | | | | | 37,927 | | | | | | 75,854 | | | | | | — | | | | | | 600,005 | | | ||
| | | | 02/28/2018(3) | | | | Service RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 25,284 | | | | | | 25,284 | | | | | | 75,852 | | | | | | — | | | | | | 399,992 | | | ||
| Steven F. Siegel | | | | | — | | | | Cash Incentive | | | | | 220,500 | | | | | | 292,500 | | | | | | 382,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 02/28/2018(2) | | | | Performance RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 15,645 | | | | | | 31,290 | | | | | | 62,580 | | | | | | — | | | | | | 495,007 | | | ||
| | | | 02/28/2018(3) | | | | Service RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 20,859 | | | | | | 20,859 | | | | | | 62,575 | | | | | | — | | | | | | 329,989 | | | ||
| Brian T. Finnegan | | | | | — | | | | Cash Incentive | | | | | 252,000 | | | | | | 337,500 | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 02/28/2018(2) | | | | Performance RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 13,274 | | | | | | 26,549 | | | | | | 53,098 | | | | | | — | | | | | | 420,005 | | | ||
| | | | 02/28/2018(3) | | | | Service RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 17,698 | | | | | | 17,698 | | | | | | 53,094 | | | | | | — | | | | | | 279,982 | | | ||
| 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 | |||||||||||||||||||||||||||||
| (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. |
| (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
The principal terms of the employment agreements of each of our named executive officers which are relevant to understanding their 2018 compensation, are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”
Employment Agreements with ourOur 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 goals and individual goals. If these goals are achieved, each executive may receive an annual incentive 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, including,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, where 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, upon specified relocation events or, in the case of Messrs. SiegelFinnegan and Finnegan,Siegel, where the Company elects not to renew the executive’s employment agreement, subject, in each case, to specified notice and cure periods.
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.Agreement
Mr. Taylor’s employment agreement provides that he is to serve as Chief Executive Officer and President. The term ofAs discussed above, the Company and Mr. Taylor entered into an amendment to Mr. Taylor’s employment agreement is from May 20, 2016to extend the term of his employment to May 20, 2021 and2026. Mr. Taylor’s amended employment agreement may be terminated by either the Company or Mr. Taylor at any time and for any reason with proper notice. TheMr. Taylor’s amended employment agreement provides that the Company will pay Mr. Taylor anincreases his minimum annual base salary to $1,000,000. Pursuant to the terms of $800,000, subject to increases as may be approved by the Board oramended employment agreement, beginning with the Compensation Committee.2021 annual bonus, Mr. Taylor is also eligible to receive an annual cash bonus of 100%131.25% of his annual base salary if threshold performance objectives are met; 125%175% of his annual base salary if target performance objectives are metmet; and up to a maximum of 200%225% of his annual base salary for topmaximum performance subject(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 increases as may be approved bynot less than $4,000,000 (from $3 million in prior years). For information about the Board or the actual base salary paid and bonus range applicable in 2020, see “—Compensation Committee.Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 60
Aman Employment Agreement.Agreement
Ms. Aman’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 19,20, 2022 and may be terminated by either the Company or Ms. Aman at any time and for any reason with proper notice. The agreement provides that the Company will pay Ms. Aman ana minimum annual base salary of $500,000, subject to increases as may be approved by the Board or the Compensation Committee.$500,000. Ms. Aman is also eligible to receive ana 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 metmet; and up to a maximum of 100% of her annual base salary for top performance, subject to increases as may be approved byperformance. For information about the Board or the actual base salary paid and bonus range applicable in 2020, see “—Compensation Committee.
Horgan Employment Agreement.Agreement
Mr. Horgan’s employment agreement, as amended, provides that he is to serve as Executive Vice President, Chief Investment Officer. The term of Mr. Horgan’s employment agreement continues until May 19,20, 2022 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 ana minimum annual base salary of $475,000, subject to increases as may be approved by the Board or the Compensation Committee.$475,000. Mr. Horgan is also eligible to receive ana minimum annual bonus of 56% of his annual base salary if threshold performance objectives are met,met; 75% of his annual base salary if target performance objectives are metmet; 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 subjectobjectives are met; 60% of his annual base salary if target performance objectives are met; and up to increases as may be approved bya maximum of 85% of his annual base salary for top performance. Mr. Finnegan’s employment agreement extends automatically for one-year periods unless either the BoardCompany or Mr. Finnegan elects not to extend the term. For information about the actual base salary paid
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 61
and bonus range applicable in 2020, see “—Compensation Committee.
Siegel Employment Agreement.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 ana minimum annual base salary of $421,199, subject to increases as may be approved by the Board or the Compensation Committee.$421,199. Mr. Siegel is also eligible to receive ana minimum annual bonus of 49%48.75% of his annual base salary if threshold performance objectives are met,met; 65% of his annual base salary if target performance objectives are metmet; and up to a maximum of 85% of his annual base salary for top performance, subject to increases as may be approved by the Board or the Compensation Committee.performance. Mr. Siegel’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Siegel elects not to extend the term.
OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR END
The following table provides information regarding outstanding awards made to our named executive officers as of our most recent fiscal year end.
| | | | Stock Awards | | |||||||||||||||||||||
| Name | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | | | 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 ($)(7) | | ||||||||||||
| James M. Taylor | | | | | 67,863(1) | | | | | | 996,907 | | | | | | 38,705(8) | | | | | | 568,576 | | |
| | | | 3,910(2) | | | | | | 57,438 | | | | | | 100,704(9) | | | | | | 1,479,342 | | | ||
| | | | 28,322(3) | | | | | | 416,050 | | | | | | 113,780(10) | | | | | | 1,671,428 | | | ||
| | | | 75,853(5) | | | | | | 1,114,281 | | | | | | 75,852(11) | | | | | | 1,114,266 | | | ||
| Angela Aman | | | | | 2,790(2) | | | | | | 40,985 | | | | | | 16,228(8) | | | | | | 238,389 | | |
| | | | 9,440(3) | | | | | | 138,674 | | | | | | 33,568(9) | | | | | | 493,114 | | | ||
| | | | 25,284(5) | | | | | | 371,422 | | | | | | 37,927(10) | | | | | | 557,148 | | | ||
| | | | 35,334(6) | | | | | | 519,056 | | | | | | 25,284(11) | | | | | | 371,422 | | | ||
| Mark Horgan | | | | | 2,713(2) | | | | | | 39,854 | | | | | | 15,778(8) | | | | | | 231,779 | | |
| | | | 9,440(3) | | | | | | 138,674 | | | | | | 33,568(9) | | | | | | 493,114 | | | ||
| | | | 25,284(5) | | | | | | 371,422 | | | | | | 37,927(10) | | | | | | 557,148 | | | ||
| | | | 28,746(6) | | | | | | 422,279 | | | | | | 25,284(11) | | | | | | 371,422 | | | ||
| Steven F. Siegel | | | | | 5,699(2) | | | | | | 83,718 | | | | | | 33,154(8) | | | | | | 487,032 | | |
| | | | 8,731(3) | | | | | | 128,258 | | | | | | 31,050(9) | | | | | | 456,125 | | | ||
| | | | 5,934(4) | | | | | | 87,170 | | | | | | 31,290(10) | | | | | | 459,650 | | | ||
| | | | 20,859(5) | | | | | | 306,419 | | | | | | 20,856(11) | | | | | | 306,375 | | | ||
| Brian T. Finnegan | | | | | 2,157(2) | | | | | | 31,686 | | | | | | 12,544(8) | | | | | | 184,271 | | |
| | | | 4,718(3) | | | | | | 69,307 | | | | | | 16,784(9) | | | | | | 246,557 | | | ||
| | | | 791(4) | | | | | | 11,620 | | | | | | 26,549(10) | | | | | | 390,005 | | | ||
| | | | 17,698(5) | | | | | | 259,984 | | | | | | 17,696(11) | | | | | | 259,954 | | | ||
| 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 | |||||||||||||||
| (1) | Amounts reported are based on the closing market price of our common stock as of December 31, 2020. |
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 62
| (2) | 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. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2020 25% will vest on January 1, 2022, and 25% will vest on January 1, 2023, in each case subject to continued employment. Results to date indicate performance at the target level.
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 | ||||||
(i) performance and time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on | |||||||||||||
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 63
| | | | Award | | | Number of Vested Shares of Brixmor Property Group Inc. Common Stock (#) | | | Vesting Date | | | Value Received on Vesting ($) | | |||||||||
| Mr. Taylor | | | RSU 1 | | | | | 67,863 | | | | | | 1/1/2018 | | | | | | 1,266,323 | | |
| | RSU 5 | | | | | 3,908 | | | | | | 1/1/2018 | | | | | | 72,923 | | | ||
| | RSU 6 | | | | | 28,323 | | | | | | 2/27/2018 | | | | | | 435,891 | | | ||
| Ms. Aman | | | RSU 2 | | | | | 11,779 | | | | | | 5/20/2018 | | | | | | 169,971 | | |
| | RSU 5 | | | | | 2,788 | | | | | | 1/1/2018 | | | | | | 52,024 | | | ||
| | RSU 6 | | | | | 9,440 | | | | | | 2/27/2018 | | | | | | 145,282 | | | ||
| Mr. Horgan | | | RSU 2 | | | | | 9,582 | | | | | | 5/20/2018 | | | | | | 138,268 | | |
| | RSU 5 | | | | | 2,711 | | | | | | 1/1/2018 | | | | | | 50,587 | | | ||
| | RSU 6 | | | | | 9,440 | | | | | | 2/27/2018 | | | | | | 145,282 | | | ||
| Mr. Siegel | | | RSU 3 | | | | | 5,934 | | | | | | 1/1/2018 | | | | | | 110,728 | | |
| | RSU 4 | | | | | 4,178 | | | | | | 1/1/2018 | | | | | | 77,961 | | | ||
| | RSU 5 | | | | | 5,698 | | | | | | 1/1/2018 | | | | | | 106,324 | | | ||
| | RSU 6 | | | | | 8,734 | | | | | | 2/27/2018 | | | | | | 134,416 | | | ||
| Mr. Finnegan | | | RSU 3 | | | | | 791 | | | | | | 1/1/2018 | | | | | | 14,760 | | |
| | RSU 4 | | | | | 1,976 | | | | | | 1/1/2018 | | | | | | 36,872 | | | ||
| | RSU 5 | | | | | 2,156 | | | | | | 1/1/2018 | | | | | | 40,230 | | | ||
| | RSU 6 | | | | | 4,721 | | | | | | 2/27/2018 | | | | | | 72,656 | | | ||
| (2) | Value received on vesting is based on the closing price of our common stock on the applicable vesting date. |
| Name | Award | Number of Vested Shares of Brixmor Property Group Inc. Common Stock (#) | Vesting Date | Value Received on Vesting ($) | |||||||||
| 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 | ||||||||||
PENSION BENEFITS FOR FISCAL 2020
We have no pension benefits for theour executive officers.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019
We have no nonqualified defined contribution or other nonqualified compensation plans for our executive officers.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 64
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 of control (“CIC”) occurred, in each case, on December 31, 2018,2020, the last business day of the 2018
| 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
| Name | | | Cash Severance(1) ($) | | | Continuation of Health Benefits(2) ($) | | | Gross-Up Payments(3) ($) | | | Value of Accelerated Equity(4) ($) | | | Total ($) | | |||||||||||||||
| James M. Taylor Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 4,241,281 | | | | | | 38,397 | | | | | | — | | | | | | 3,036,731 | | | | | | 7,316,409 | | |
| Qualifying Termination, CIC | | | | | 4,241,281 | | | | | | 38,397 | | | | | | — | | | | | | 4,249,640 | | | | | | 8,529,318 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 4,249,640 | | | | | | 4,249,640 | | |
| Death or Disability Termination | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | 3,036,731 | | | | | | 4,036,731 | | |
| Angela Aman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 1,720,715 | | | | | | 38,397 | | | | | | — | | | | | | 1,230,610 | | | | | | 2,989,722 | | |
| Qualifying Termination, CIC | | | | | 1,720,715 | | | | | | 38,397 | | | | | | — | | | | | | 1,634,923 | | | | | | 3,394,035 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,634,923 | | | | | | 1,634,923 | | |
| Death or Disability Termination | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 1,230,610 | | | | | | 1,605,610 | | |
| Mark Horgan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 1,640,738 | | | | | | 38,397 | | | | | | — | | | | | | 1,131,379 | | | | | | 2,810,514 | | |
| Qualifying Termination, CIC | | | | | 1,640,738 | | | | | | 38,397 | | | | | | — | | | | | | 1,535,692 | | | | | | 3,214,827 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,535,692 | | | | | | 1,535,692 | | |
| Death or Disability Termination | | | | | 356,250 | | | | | | — | | | | | | — | | | | | | 1,131,379 | | | | | | 1,487,629 | | |
| Steven F. Siegel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 1,608,976 | | | | | | 28,160 | | | | | | — | | | | | | 788,750 | | | | | | 2,425,886 | | |
| Qualifying Termination, CIC | | | | | 1,608,976 | | | | | | 28,160 | | | | | | — | | | | | | 1,125,591 | | | | | | 2,762,727 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,125,591 | | | | | | 1,125,591 | | |
| Death or Disability Termination | | | | | 292,500 | | | | | | — | | | | | | — | | | | | | 788,750 | | | | | | 1,081,250 | | |
| Brian T. Finnegan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 1,408,899 | | | | | | 25,598 | | | | | | — | | | | | | 503,029 | | | | | | 1,937,526 | | |
| Qualifying Termination, CIC | | | | | 1,408,899 | | | | | | 25,598 | | | | | | — | | | | | | 779,466 | | | | | | 2,213,963 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 779,466 | | | | | | 779,466 | | |
| Death or Disability Termination | | | | | 337,500 | | | | | | — | | | | | | — | | | | | | 503,029 | | | | | | 840,529 | | |
| (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) | 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 a named executive officer were terminated as a result of a Qualifying TerminationMs. Aman or a Change in Control, such individual would receive a portion of the RSU awards granted in 2016, with the number determined as follows:
For purposes of the foregoing, “Qualifying Termination” means a termination of the individual’s employment (w) by the Company without “Cause” (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
In 2018,2020, our 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 2018,2020, received annual fees as follows:
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 66
The table below sets forth information regarding director compensation, except for Mr. Taylor, which is detailed in the “Summary Compensation Table,” for the fiscal year ended December 31, 2018.
| 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 | | | | | | 75,900(b) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,900 | | |
| Michael Berman | | | | | 82,500 | | | | | | 82,550(c) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 165,050 | | |
| Sheryl M. Crosland | | | | | 77,500 | | | | | | 82,550(c) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,050 | | |
| Thomas W. Dickson | | | | | 72,500 | | | | | | 75,050(d) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 147,550 | | |
| Daniel B. Hurwitz | | | | | 72,500 | | | | | | 80,400(e) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,900 | | |
| William D. Rahm | | | | | 85,000 | | | | | | 75,050(d) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,050 | | |
| Gabrielle Sulzberger | | | | | 90,000 | | | | | | 80,400(e) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,400 | | |
| 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 |
| (a) | 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. None of these directors was, during the fiscal year, an officer or employee of the Company and none was formerly an officer of the Company. The boardBoard of directorsDirectors determined that Mr. Hurwitz’s former service as interim chief executive officerChief Executive Officer of the Company in 2016 would not affect Mr. Hurwitz’s ability to be independent from management in
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 67
| > | PAY RATIO |
Presented below is the ratio of annual total compensation of our 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 2017,2020, we calculated the annual cashtotal compensation of each employee for the twelve month period that ended on December 31, 2017. Cash
The 20182020 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $5,050,709.$5,093,326. The 20182020 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $110,810.$110,284. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 20182020 is 45.5846.18 to 1.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 68
| > | OWNERSHIP OF SECURITIES |
The following table and accompanying footnotes set forth information regarding the beneficial ownership of outstanding Brixmor common stock as of March 12, 2019February 10, 2021 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, (3) each of our directors 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
| 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) | | | | | 42,720,226 | | | | | | 14.32% | | |
| Blackrock, Inc. (3) | | | | | 36,651,445 | | | | | | 12.29% | | |
| JPMorgan Chase & Co. (4) | | | | | 31,530,144 | | | | | | 10.57% | | |
| Directors and Named Executive Officers(5): | | | | | | | | | | | | | |
| James M. Taylor Jr. | | | | | 222,326 | | | | | | * | | |
| John G. Schreiber(6) | | | | | 60,000 | | | | | | * | | |
| Michael Berman | | | | | 40,475 | | | | | | * | | |
| Sheryl M. Crosland(7) | | | | | 16,590 | | | | | | * | | |
| Julie Bowerman | | | | | 5,000 | | | | | | * | | |
| Thomas W. Dickson | | | | | 20,000 | | | | | | * | | |
| Daniel B. Hurwitz(8) | | | | | 41,478 | | | | | | * | | |
| William D. Rahm(9) | | | | | 25,000 | | | | | | * | | |
| Gabrielle Sulzberger | | | | | 22,161 | | | | | | * | | |
| Angela Aman | | | | | 36,604 | | | | | | * | | |
| Mark Horgan | | | | | 43,130 | | | | | | * | | |
| Steven F. Siegel | | | | | 340,774 | | | | | | * | | |
| Brian T. Finnegan | | | | | 92,797 | | | | | | * | | |
| Directors and Executive Officers as a Group (14 persons) | | | | | 1,201,981 | | | | | | * | | |
| 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 | * |
*
| (1) | 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 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. |
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 copies of all Section 16(a) forms they file.
Based solely on our review of copies of such reports and written representations from our executive officers and directors, we believe that our executive officers and directors and our chief accounting officer filed all reports required by Section 16(a) of the Exchange Act on a timely basis, except for one report reporting one transaction with respect to each of Ms. Aman and Mr. Horgan and one report reporting four transactions with respect to Ms. Singh.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 70
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 defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any “related person transaction” (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 boardBoard of directors.Directors. No related person transaction will be executed without the
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.
In 2013, we 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
Except as set forth above, since January 1, 2018,2020, 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 is proposed.
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 71
| > | EQUITY COMPENSATION TABLE |
The following table sets forth information regarding outstanding options and shares reserved for future issuance under the Company’s equity compensation plans as of December 31, 2018.
| 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 | | | | | 2,526,490 | | | | | | | | | | | | 11,540,427 | | |
| Equity compensation plan not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | | | | | | | | | | | | | | | |
| Plan Category | Number of securities to be (a) | Weighted-average (b) | Number of securities remaining (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
| > | STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING |
If any stockholder wishes to propose a matter for consideration at our 20202022 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 20202022 Annual Meeting proxy statement and form of proxy to be made available in 2020,2022, the proposal must be received by our Corporate Secretary on or before December 3, 2019.November 15, 2021. 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)(150th) day nor later than the close of business, Eastern Time, on the one hundred twentieth (120th)(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;meeting, or no earlier than October 16, 2021 or later than November 15, 2021; provided, however, that if the date of the annual meeting is advanced or delayed by more than thirty (30) days
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
| > | OTHER BUSINESS |
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
Secretary
Brixmor Property Group Inc.
450 Lexington Avenue
New York, New York 10017
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 74
| > | GENERAL INFORMATION |
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, 2021 (“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 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?”
What am I voting on?
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. |
Who is entitled to vote?
Stockholders as of the close of business on February 10, 2021 (the “Record Date”), may vote at the Annual Meeting, or any postponement or adjournment thereof. As of that date, there were 296,933,645 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
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.
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 on April 27, 2021. You will be able to attend the virtual Annual Meeting by first registering at http://www.viewproxy.com/brixmor/2021/htype.asp. Please be aware that in order to attend the virtual Annual Meeting, you must register no later than 11:59 p.m. on April 22, 2021. 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 2021 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://www.viewproxy.com/brixmor/2021/htype.asp. 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 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 on April 27, 2021, 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 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.
How are votes counted?
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 2021 (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.
Who will count the vote?
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. |
How do I authorize a proxy to vote my shares without attending the Annual Meeting?
BRIXMOR PROPERTY GROUP ï2021 PROXY STATEMENT ïPAGE 78
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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 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. |
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. on April 26, 2021 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.
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
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.
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 ï2021 PROXY STATEMENT ïPAGE 80
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