SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CEDAR REALTY TRUST, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 30, 2021

To my fellow shareholders:

I would imagine many of you know individuals with whom you have something significant in common. Perhaps you share a mutual friend, you attended the same alma mater, you live in the same neighborhood, attend the same place of worship and the like. Remarkably, today we all now have something highly significant in common — that we have all experienced the Covid-19 pandemic. Here is hoping we never experience anything like it again.

While our unique journeys through the last twelve months may have been a little different, there are themes and facets of this period we have all experienced. We have all spent more time at home. We have met with our colleagues in virtual conference rooms and watched probably far too many streaming television shows. We have worried about getting sick or have worried about loved ones or those for whom we care. Perhaps we know people who have been sick or have died. This common experience is something that will hopefully bind us together as a nation and a community as the pandemic resolves and fades into history.

At Cedar, we have been tested by the coronavirus, and like our community at large, it is an experience that has made us stronger and from which we have grown together as an organization and a team. As I described on our recent Q4 2020 earnings call, from the outset of the pandemic the members of Team Cedar worked with their typical commitment to everyday excellence, collegiality, and collaboration. In addition, our board rose to the fore by actively monitoring our crisis management through frequent board meetings and communications while reducing their 2020 compensation in order to ease our G&A burden. In setting an example for Team Cedar, our board evidenced the highest forms of service to our shareholders and management team throughout the crisis.

In that regard, this year also marked a significant milestone in our board leadership with the transition of Cedar’s chairmanship from Roger Widmann to Gregg Gonsalves at year end followed by Roger’s decision to retire from our board. If there was ever an example of going from strength to strength it would be this change in leadership. Both Roger and Gregg are prime examples of character, intellect, and judgment. I know I speak for my fellow directors as well as my teammates in thanking Roger for his years of service to Cedar. On a personal note, Roger has served as a mentor to me during my tenure at Cedar and has encouraged my personal and professional growth for which I will always be grateful. During my tenure, the Chairman’s role has been an active one with not-less-than weekly catch-up calls and oftentimes multiple calls or meetings in a given week. Thus, I have seen and benefitted from his wise counsel and outstanding judgment firsthand and for many years. I am excited for what the future holds for Cedar with our new chairman installed while acknowledging that Gregg has big shoes to fill. That said, Gregg’s ascension to the position has been seamless; I commend my fellow directors for electing Gregg and thank Gregg for assuming this responsibility during such a challenging period.

As noted, subsequent to the chairmanship transition at year end and in consultation with some of our shareholders further changes were made to the board. Specifically, as you will see in these proxy materials, we have added three new board members, Darcy D. Morris, Richard H. Ross, and Sharon Stern. We are very excited about our new board colleagues and look forward to benefitting from the contributions of these new directors. While their biographies are provided in more detail herein, it is worth highlighting that each of our new directors brings something special to our board. Darcy is CEO of Ewing Morris, a highly regarded asset manager and a significant Cedar shareholder; it will be additive to have a substantial shareholder on the board and we look forward to hearing

his perspectives. Richard is President and CFO of Quinn Residences; he has significant and highly relevant experience in various facets of real estate operations and finance including a prior stint with a privately held real estate company focused on grocery-anchored shopping centers in the southeast. Last, Sharon is President of Eastmore Management and Metro Investments, two organizations focused on the acquisition, development, and management of multi-family residential and commercial properties; as we start “going vertical” with our mixed-use redevelopment projects, especially adding residential, we will benefit from Sharon’s perspective as a landlord and manager.

April 2, 2018

Dear Fellow Stockholders:

Please join myHowever, while being excited about these new directors, I would be remiss if I did not acknowledge that it comes at a cost inasmuch as Pam Hootkin, in addition to Roger, will not be standing for reelection to the board. Pam has been a director since 2008 and has for the better part of the last decade been chair of the Compensation Committee. As a former senior executive at a leading apparel company, Pam’s perspectives on retail and the evolving retail landscape have been invaluable as we have navigated through the continuing challenges presented by the secular evolution of retail. That said, Pam’s hallmark has been her work ethic. Helming the compensation committee is a challenging role and Pam has done it with aplomb and rigor. She leaves behind a legacy of being the embodiment of Cedar’s values as well as an example to her fellow directors of dedication and me at our 2018 Annual Meeting of Stockholders,integrity, which was especially in evidence during this challenging pandemic period. Pam, you will be heldmissed.

From the outset of the pandemic, we reoriented ourselves to focus on Wednesday, May 2, 2018, atnavigating the Company through this unprecedented storm. Specifically, our pandemic-related initiatives revolved around collections, expense management, tenant health and retention, proactive lease renewals and energetic lease origination. We had considerable success on many of these fronts with collections over 94% by the fourth quarter, G&A down approximately $2.0 million, and commendable tenant retention, renewals, and leasing.

More generally, as we navigated through the crisis, we made tough but thoughtful decisions about corporate expenditures and capital allocations. We reduced headcount by roughly 20% and performed a zero-based budgeting exercise that led to reduced G&A, as noted. In addition, we put on hold our South Quarter Crossing redevelopment project allowing us to focus on our more promising mixed-use redevelopment projects and paused other smaller capital projects which we hope to restart during 2021. Lastly, we negotiated with our lenders to ensure that the challenging operating environment did not impact our ability to maintain compliance and capacity on our corporate headquarters in Port Washington, New York. The business we will conduct atcredit facility. These as well as many other smaller measures all added up to optimize the meeting is described inCompany’s ability to ride out the attached Noticebalance of Annual Meeting of Stockholdersthis pandemic and Proxy Statement.position us well for the post-pandemic future.

2017 was a pivotal year in the continued transformation of Cedar Realty Trust into a leading shopping center REIT, and we worked tirelessly in 2017 toward implementing this objective for our stockholders. Notwithstanding headwinds in the retail sector created by changes in consumer behavior, shifting demographics into urban markets, and shrinking margins driven by technological advances ande-commerce, the important decisions we made back in 2011 to reinforce our balance sheet and prune our portfolio to better withstand these types of secular disruptions are showing their strength in these challenging times.

WhileAnd as we look to the year ahead fullpost-pandemic future, we are encouraged by the progress we are making on many of confidence and excitement asour longer-term initiatives that were deferred during the crisis period. Specifically, we continue to execute onmake strong progress in advancing a large-scale refinancing of some of our vision of unlocking value for our stockholders,unsecured bank debt with longer term and attractively priced mortgage debt. Additionally, we are wistful to bid farewell to our esteemed director, Senator Paul Kirk, who has advised us of his intention to retire from our Board asmaking solid strides in finalizing a joint venture for the construction of the 2018 Annual Meeting. Paul has served this Board and Company faithfully and honorably over these past thirteen years, including as ChairDGS office building, representing the first phase of our Nominating/Corporate Governance Committee. It has been our honor and privilege to have Paul on our Board, and we wish him well in his retirement in as muchNortheast Heights redevelopment project. Lastly, as we do every year, we are sad to see him go. We expect to announceexploring asset sales as a means of honing our new director appointment in due course, as our search is already underway.portfolio while generating additional capital for de-levering. All of the foregoing gives us great hope for the future.

We welcomeThe progress we made during the opportunity to present you with the information contained in our Proxy Statementpandemic period and we hope that, after you review it, you will vote at the Annual Meeting (either in person or by proxy) in accordance with the Board of Directors’ recommendations.

Your vote is extremely important. Whether or not you plan to attend the meeting, please vote your shares as soon as possible electronically through the Internet, by telephone or by completing, signingend of 2020 evidences the skills of our leadership team and returningresilience of our core grocery-anchored shopping center model which, together, position the enclosed proxy card. If you vote electronically or by telephone, you do not need to return the enclosed proxy card. More detailed instructions on how to vote are provided onpages 6-9Company well for continued solid performance in face of the Proxy Statement.challenges of the pandemic and the secular headwinds facing retail, more generally. On top of this, our redevelopment projects are getting ready for prime time and I am excited to hopefully be able to share more on these projects in the coming months.

I, together withThe one constant is the Board, thankcharacter and integrity of Team Cedar. We entered 2020 not knowing what was in store for us as a company or as a country. As we leave it behind, we are admittedly scarred by the experience, but we are also stronger and more united. To quote Bruce Springsteen, “we just have to remember the very soil we stand on is common ground.”

Wishing you for your continued investment, loyaltygood health and support.success in 2021.

Sincerely,

BRUCE J. SCHANZER

President and Chief Executive Officer

CEDAR REALTY TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 2, 2018JUNE 3, 2021

NOTICE IS HEREBY GIVEN that the Annual MeetingThe annual meeting of Stockholdersstockholders (the “Annual Meeting”) of Cedar Realty Trust, Inc. (the “Company”) will be held at the offices of the Company, 44 South Bayles Avenue, Port Washington, NY 11050,virtually via live audio webcast, on Wednesday, May 2, 2018Thursday, June 3, 2021, at 10:00 ina.m. Eastern Time. In view of the morningcontinuing Covid-19 pandemic, and to ensure the health and well-being of our stockholders, employees and partners, we have elected again this year, as we did last year, to hold a Virtual Annual Meeting instead of a physical Annual Meeting. You or your proxyholder can participate and vote at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CDR2021 and using your 16-digit control number.

The Annual Meeting will be held for the following purposes:

In addition, stockholders will transact any other business that properly comes before the meeting or any adjournment thereof.

The Company and the Board of Directors of the Company recommend a vote “FOR” proposals 1, 2 3 and 4.3. You should carefully review the accompanying Proxy Statement which contains additional information.

StockholdersOnly holders of record inof our common stock at the close of business on March 9, 2018 shall beApril 19, 2021 are entitled to notice of, and to vote at, the Annual Meeting.

If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the notice provided by that entity to determine whether and how you will be able to submit your proxy. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure that your shares are represented at the annual meeting. Stockholders attending the annual meeting may vote in person even if such stockholder has previously voted by another method, and any previous votes that were submitted by the stockholder, whether by Internet, telephone or mail, will be superseded by the vote that such stockholder casts at the annual meeting. If you are a beneficial owner of common stock that plans to vote during the Annual Meeting, in addition to pre-registering, you must also obtain a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the Annual Meeting, and present it with your online ballot during the Annual Meeting. Even if you plan to attend the annual meeting, we recommend that you vote your shares on the proxy card in advance to ensure that your shares will be represented.

THE PROXY STATEMENT AND OUR 20172020 ANNUAL REPORT ARE AVAILABLE AT

HTTP://WWW.CEDARREALTYTRUST.COM.

Sincerely,

ADINA G. STORCH, ESQ.

Executive Vice President, General Counsel and Corporate Secretary

Dated: April 2, 201830, 2021

Port Washington, NY

TABLE OF CONTENTS

TABLE OF CONTENTS

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TABLE OF CONTENTS

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PROXY STATEMENT EXECUTIVE SUMMARY

The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Information About Our 20182021 Annual Meeting of Stockholders

 

DATE AND TIME:		Wednesday, May 2, 2018Thursday, June 3, 2021 at 10:00 a.m. local timeEastern Time
PLACE:		44 South Bayles Avenue, Port Washington, NY 11050Visit www.virtualshareholdermeeting.com/CDR2021and use your 16-digit control number.
RECORD DATE:		Friday, March 9, 2018Monday, April 19, 2021

Items of Business and Board of Directors Vote Recommendations

 

Proposal				Board Vote Recommendation		Page Number
Proposal 1:		To elect sixeight directors to serve until the next annual meeting of stockholders or until earlier death, resignation or removaltheir successors are duly elected and qualify		✓   FOR		10Page 17
Proposal 2:		To ratify the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the year ending December 31, 20182021		✓FOR		51Page 59
Proposal 3:		Advisory vote(non-binding) to approve the compensation of our named executive officers as disclosed in this Proxy Statement		✓FOR		52
Proposal 4:		To vote on an amendment to the Company’s charter that, if approved, would permit stockholders to act to amend ourby-laws		✓   FOR		53Page 60

Our Director NomineesDirectors (Page 10)17)

 

Name

Age

Director Since

Independent

AC

CC

N/CGC

Abraham Eisenstat(1)

48

2015

Yes

(2)

Gregg A. Gonsalves(1)

50

2017

Yes

Pamela N. Hootkin(1)

70

2008

Yes

C

Steven G. Rogers(1)

63

2016

Yes

C

Bruce J. Schanzer(3)

49

2011

No

Roger M. Widmann(4)

78

2003

Yes

Name		Age				Director Since		Independent		AC		CC		N/CGC
Abraham Eisenstat(1)			51			2015		Yes						C
Gregg A. Gonsalves(1)(3)			52			2017		Yes
Pamela N. Hootkin(4)			73			2008		Yes
Sabrina L. Kanner			63			2018		Yes				C
Darcy D. Morris			40			2021		Yes
Steven G. Rogers(1)			66			2016		Yes		C
Richard H. Ross			62			2021		Yes
Bruce J. Schanzer(2)			52			2011		No
Sharon Stern			36			2021		Yes
Roger M. Widmann(5)			81			2003		Yes

(1)	Audit Committee Financial Expert

 

(2)

Senator Kirk will remain Chairman of the Nominating/Corporate Governance Committee until his retirement, effective as of the 2018 Annual Meeting on May 2, 2018, at which time Abraham Eisenstat will assume the role of Chairman of the Nominating/Corporate Governance Committee. President and Chief Executive Officer

 

(3)	President and Chief Executive Officer Chairman of the Board

 

(4)	Chairman of Audit Committee Financial Expert. Ms. Hootkin will not be standing for reelection at the BoardAnnual Meeting

(5)	Mr. Widmann will not be standing for reelection at the Annual Meeting

KEY: AC = Audit Committee     CC = Compensation Committee

N/CGC = Nominating/Corporate Governance Committee      = Member     C = Chair

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PROXY STATEMENT

CEDAR REALTY TRUST, INC.

44 SOUTH BAYLES AVENUE

PORT WASHINGTON, NEW YORK 11050

PROXY STATEMENT

We are sending you this Proxy Statement and the accompanying proxy card in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company, for use at the 20182021 Annual Meeting of Stockholders (“2018 Annual Meeting”) or any adjournment thereof. The Company’s Annual Report to Stockholders for the fiscal year ended December 31, 20172020 is being mailed herewith to each stockholder of record.Stockholders may obtain a copy of the Company’s 20172020 Annual Report on Form10-K, without charge, by writing to the Company at 44 South Bayles Avenue, Port Washington, New York 11050, Attention: Investor Relations. The 20172020 Annual Report on Form10-K is also available on the Company’s website,www.cedarrealtytrust.com.

It is intended thatWe intend to first send this Proxy Statement and form ofaccompanying materials, including the proxy will first be sent or givencard, to stockholders on or about April 2, 2018.30, 2021.

ABOUT THE VIRTUAL ANNUAL MEETING

When and where is the Virtual Annual Meeting?

The 2018 Annual MeetingTo support the health and well-being of our stockholders, employees and partners, in light of the continuing COVID-19 pandemic, our annual meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/CDR2021on Wednesday, May 2, 2018Thursday, June 3, 2021 at 10:00 a.m. local time at 44 South Bayles Avenue, Port Washington, New York 11050.Eastern Time.

How do I attend the Virtual Annual Meeting?

To attend the Virtual Annual Meeting, you must visit www.virtualshareholdermeeting.com/CDR2021 and use your 16-digit control number, which appears on the Notice and the proxy card, voting instruction form, or e-mail transmitting proxy materials, or, if you are a beneficial owner who did not receive a control number, may be obtained upon request to the broker, bank or other nominee that holds your shares. You will also need your 16-digit control number to vote at the Annual Meeting.

As part of the Virtual Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting that are pertinent to the Company and the Annual Meeting matters, as time permits. To ensure the Annual Meeting is conducted in a manner that is fair to all stockholders, the chairman (or such other person designated by our Board of Directors) may exercise broad discretion in recognizing stockholders who wish to participate, the order in which questions are asked and the amount of time devoted to any one question. We will focus our time on addressing questions that are beneficial to those in attendance at the meeting. Information for submitting written questions during the meeting will be provided with the instructions for accessing the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following proposals:

In addition, stockholders will transact any other business that properly comes before the Annual Meeting or any postponement or adjournment thereof.12  |2021 Proxy Statement

PROXY STATEMENT

Who is entitled to vote?

Only stockholders of record at the close of business on the record date (March 9, 2018)(April 19, 2021) are entitled to notice of and to vote at the Annual Meeting. Stockholders are entitled to cast one vote for each share held by them on each matter to be voted upon.

Who can attend the annual meeting?Annual Meeting?

All holders of common shares of the Company at the close of business on March 9, 2018,April 19, 2021, the record date for the annual meeting,Annual Meeting, or their duly appointed proxies, are authorized to attend the annual meeting. Cameras, recording devices andAnnual Meeting. No one other electronic devices will not be permitted atthan the meeting.

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PROXY STATEMENT

stockholder is present at the meeting,Annual Meeting, he or she may elect to revoke hishis/her proxy and vote hishis/her shares personally. Votes for shares held by a bank, broker or other holder of record, may be revoked by a stockholder submitting new voting instructions to the bank, broker or other holder of record or, if a stockholder has obtained a legal proxy from the bank, broker or other holder of record giving him or her the right to vote the shares at the Annual Meeting, by attending the Annual Meeting and voting in person.

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PROXY STATEMENT

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you submit the enclosed proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. Written ballots will be available at the Annual Meeting for stockholders of record. If you are not a stockholder of record but hold the shares through a broker or nominee (i.e.(i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. You may also vote online by following the instructions provided on the proxy card. Even if you plan to attend the Virtual Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the meetingAnnual Meeting as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

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PROXY STATEMENT

provisions and other covenants, including, among others, withdrawing their proposed director candidates for election at the Annual Meeting and to vote in favor of the Company’s proposed slate of directors at the Annual Meeting. The terms of the Agreement are more fully set forth in Exhibits 99.2 and 99.3 to the Current Report on Form 8-K filed by the Company on April 29, 2021.

In addition, Barrington Companies Equity Partners, L.P. (together with its affiliates, “Barrington”) informed the Company that it would withdraw its intent to nominate certain individuals for election as directors at the Annual Meeting.

At the conclusion of the Annual Meeting, the size of the Board will be decreased to eight directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to the Company’s Articles of Incorporation andby-laws, as amended, the director nominees elected at this meeting will be elected to serveone-year terms that expire upon the date of the next Annual Meeting of Stockholders or earlier death, resignation or removal.

Director Nominees

The table below sets forthBiographical information with respect to our six director-nominees.eight director-nominees is set forth below. Each nominee named in this Proxy Statement has consented to being nominated for director and has agreed to serve if elected. All of the nominees named in this Proxy Statement for election to the Board were unanimously recommended by the Nominating/Corporate Governance Committee and were unanimously nominated by the Board.

Senator Paul G. Kirk, Jr., a current director As noted previously, Ms. Hootkin and Chair of our Nominating/Corporate Governance Committee, has advised that he will retire andMr. Widmann will not standbe standing for reelection at the 2018 Annual Meeting. The Company acknowledges the outstanding service rendered by Senator Kirk during his nearly thirteen-year tenure on the Board.

Abraham Eisenstat		Principal Occupation and Positions Held   •  Age:Age 48: 51 •  Year in which First Elected a Director:Director: 2015 •  Committee(s) Served:Served A: Chair of the Nominating/Corporate Governance Committee and a member of the Audit Committee and the Nominating/Corporate Governance Committee; Chair-Elect of the Nominating/Corporate Governance Committee. •  Principal Occupation and Other Information:Information: Mr. Eisenstat is aco-founder of Eisenstat Capital Partners LP, formerly Dabroes Management LP, formerlywhich was a European long/short equity fund founded in 2008 that now operates as a family investment office. Prior to starting the firm, Mr. Eisenstat was a managing director at Caxton International where for five years heco-ran a European long/short equity fund. Prior thereto, Mr. Eisenstat ran a similar fund at S.A.C. Capital. Mr. Eisenstat covered European equities as a generalist analyst for over six years at Noble Partners, Chestnut Hill Management and Teton Partners. Prior to joining the investment management industry, Mr. Eisenstat acted as research assistant to historian Sir Martin Gilbert and studied international relations at the Fletcher School of Law and Diplomacy in Boston, and Philosophy, Politics, and Economics at Oxford University. He graduated with honors from Baruch College of the City University of New York.
Mr. Eisenstat’s qualifications for Board membership include his extensive knowledge of and success in the investment management industry, which, among other things, qualifies him as a financial expert on the Audit Committee.

Mr. Eisenstat’s qualifications for Board membership include his extensive knowledge of and success in the investment management industry, which, among other things, qualifies him as a financial expert on the Audit Committee.

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PROPOSAL 1: ELECTION OF DIRECTORS

Gregg A. GonsalvesSabrina L. Kanner		Principal Occupation and Positions Held   •  Age:Age 50: 63 •  Year in which First Elected a Director:Director 2017: 2018 •  Committee(s) Served:Served Member: Chair of the AuditCompensation Committee and Compensation Committeesmember of the Nominating/Corporate Governance Committee •  Principal Occupation and Other Information:Information Mr. Gonsalves: Ms. Kanner joined the Board in June 2018, and currently serves as Executive Vice President, Development, Design & Construction at Brookfield Properties, where she has been an advisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment firmheld various positions, including at Brookfield’s predecessor company, since 2013. Prior to joining Integrated Capital LLC, Mr. Gonsalves was a managing director in Goldman, Sachs & Co.’s Real Estate Mergers & Acquisition Business, where he was the partner responsible for this business unit. In his20-year career at Goldman Sachs, Mr. Gonsalves completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies in a wide range of industries. Mr. Gonsalves has served1982. Ms. Kanner also serves on the board of POP TrackerOpus Holding LLC, a private LLC basedprivately held company that provides development, design and construction services across asset classes to clients with operations in the U.S., since 2013. He also worked at Mobil Oil Corporation asMidwest and Southwest. Ms. Kanner is a sales engineercum laude graduate of Union College, from 1989 to 1991. Mr. Gonsalves is presently chairman of the board of directors of the Jackie Robinson Foundation, where he has served aswhich she holds a board member for approximately the past ten years. Mr. Gonsalves received a B.S. from Columbia University and received an M.B.A. from Harvard Business School.B.A. degree.

Ms. Kanner has extensive experience in large-scale real estate construction and development spanning multiple decades, and brings to the Board both experiential and gender diversity.

Mr. Gonsalves’ qualifications for Board membership include his extensive experience in real estate and finance, having had a distinguished career in real estate investment banking, which, among other things, qualifies him as a financial expert on the Audit Committee.
Pamela N. HootkinDarcy D. Morris		Principal Occupation and Positions Held   •  Age:Age 70: 40 •  Year in which First Elected a Director:Director 2008: 2021 •  Committee(s) Served:ServedChair: Member of the Compensation Committee and a member of the Audit CommitteeNominating/Corporate Governance Committees •  Principal Occupation and Other Information:Information Ms. Hootkin,: Mr. Morris founded Ewing Morris & Co. Investment Partners in June 2011. Mr. Morris is responsible for managing the firm’s relationships, and also contributes to investment research and general operations. He currently serves on the boards of The Caldwell Partners International Inc. (TSX: CWL), ZCL Composites Inc. (TSX: ZCL), the Toronto Public Library Foundation and the Art Gallery of Ontario (AGO) Foundation. Prior to co-founding Ewing Morris & Co. Investment Partners, Mr. Morris was a director since June 2008portfolio manager at MacDougall, MacDougall & MacTier Inc., where he built a successful investment management business. He previously worked at Burgundy Asset Management. Mr. Morris received an Honours Bachelor of Arts in political studies from Queen’s University in 2004 and was awarded the Canadian Investment Manager designation in 2010. He also won the Scholastic Award for combining high standards of play with academic excellence as a member of the Audit Committee and Chairperson ofPeterborough Petes in the Compensation Committee, retired at the end of April 2012 from her position as senior vice president at PVH Corp. (formerlyPhillips-Van Heusen Corporation), a position she held since May 2010. She joined PVH Corp.Ontario Hockey League in 1988 as vice president, treasurer and corporate secretary; in 1999 she became vice president, treasurer and director of investor relations, and in June 2007 she became senior vice president, treasurer and director of investor relations. From 1986 to 1988, Ms. Hootkin was vice president and chief financial officer of Yves Saint Laurent Parfums, Inc. From 1975 to 1986, she was employed by Squibb Corporation in various capacities, with her last position being vice president and treasurer of a division of Squibb. Ms. Hootkin is a vice chair of the board of Safe Horizon, New York (anot-for-profit organization) where she also serves on the executive, finance (chair) and investment committees. Ms. Hootkin received a B.A. from the State University of New York at Binghamton and an M.A. from Boston University.1998.
Ms. Hootkin brings to the Board expertise in finance, investor relations and the retail industry. She serves as a financial expert on the Audit Committee, while also bringing gender diversity to the Board.

Mr. Morris was selected to serve on our Board based on his extensive knowledge of and experience in the investment management industry having founded Ewing Morris & Co. Investment Partners in 2011.

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Steven G. Rogers		Principal Occupation and Positions Held   •  Age:Age 63: 66 •  Year in which First Elected a Director:Director: 2016 •  Committee(s) Served:Served: Chair of the Audit Committee and a member of the Nominating/Corporate GovernanceCompensation Committee •  Principal Occupation and Other Information:Information: Mr. Rogers is currently the managing member of Rogers & Associates, LLC, a provider of specialized solutions and board level advisory work for principals and institutional owners in the real estate industry. Mr. Rogers serves as chairman of the board of RREEF America REIT III, independent director of RREEF America REIT II, chairman of the board of Net Lease Alliance, a founding director of First Commercial Bank andexecutive-in-residence for Millsaps College Else School of Management. Prior to founding Rogers & Associates, LLC, Mr. Rogers led Parkway Properties, Inc., a NYSE-listedNYSE listed REIT, for 25 years, most recently as its president and chief executive officer, and served on its board of directors. Mr. Rogers also served on the board of governors of NAREIT for six years, including two terms as audit chair. He graduated from the University of Mississippimagna cum laude, served in the U.S. Army as an infantry officer ultimately earning the rank of captain, and received an M.B.A. from Harvard Business School.

Mr. Rogers brings to the Board specialized knowledge of the REIT industry and corporate governance having served as president and CEO of another NYSE-listed REIT for 25 years and having served on the NAREIT board of governors, including as its audit committee chair. Mr. Rogers’ prior executive and audit experience qualifies him as a financial expert on the Audit Committee.

Richard H. Ross		Principal Occupation and Positions Held •  Age: 62 •  Year in which First Elected a Director: 2021 •  Committee(s) Served: Member of the Nominating/Corporate Governance Committee and the Audit Committee •  Principal Occupation and Other Information: Mr. Ross currently serves as President and Chief Financial Officer of Quinn Residences, a real estate operating company focused on acquiring, developing, and operating well located, purpose- built, single-family rental homes located primarily in the Southeast United States. From September 2016 until February 2020, he was Executive Vice President & Chief Financial Officer for Branch Properties, a grocery-anchored shopping center company focused in the Southeast US. From August 2013 until Sept 2015, Richard was initially CFO, and then Chief Executive Officer & President, of Trade Street Residential, Inc. (NASDAQ: TSRE), a publicly traded multi-family REIT. Mr. Ross was Branch Properties’ Chief Financial Officer from April 1998 until December 2010. Mr. Ross served as a director of Independence Realty Trust, Inc. (NYSE: IRT) from 2015 through 2020 and is a Certified Public Accountant in Florida and Georgia.

Mr. Ross was selected to serve on our Board based on his extensive experience in and specialized knowledge of the grocery-anchored shopping center industry and multi-family real estate sector, and his experience serving as an executive officer of a publicly-traded REIT.

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Sharon Stern		Principal Occupation and Positions Held •  Age: 36 •  Year in which First Elected a Director: 2021 •  Committee(s) Served: Member of the Compensation Committee and the Audit Committee •  Principal Occupation and Other Information: Ms. Stern is a Canadian entrepreneur and real estate investor. She is the President of Eastmore Management and Metro Investments, two organizations focused on the acquisition, development and management of multi-residential and commercial properties in the downtown core of Montreal. Prior to founding Eastmore, Sharon worked in Strategy and Corporate Development for the Business Development Bank of Canada. Ms. Stern earned a Bachelor’s Degree from McGill University in Economics and World Religions and a Master’s Degree from Brown University in Public Policy.

Ms. Stern was selected to serve on our Board based on her valuable real estate investment experience in the residential and commercial sectors.

Bruce J. Schanzer President and CEO		Principal Occupation and Positions Held   •  Age:Age 49: 52 •  Year in which First Elected a Director:Director: 2011 •  Committee(s) Served:Served: None •  Principal Occupation and Other Information:Information: Mr. Schanzer has been President, Chief Executive Officer and a director of the Company since June 2011. Prior thereto and since 2007, Mr. Schanzer was employed by Goldman Sachs & Co., with his last position being a managing director in the real estate investment banking group. From 2001 to 2007, Mr. Schanzer was employed by Merrill Lynch, with his last position being vice president in the real estate investment banking group. Earlier in his career, Mr. Schanzer practiced real estate law for six years in New York. Mr. Schanzer received a B.A. from Yeshiva College, where he is now a member of its board of trustees, an M.B.A. from the University of Chicago, and a J.D. from Benjamin N. Cardozo School of Law, where he was a member of the Law Review.
Mr. Schanzer has been involved in real estate as an attorney and investment banker and presently is President and Chief Executive Officer of the Company. Mr. Schanzer has extensive knowledge about the Company, its operations and the retail shopping center industry.

Mr. Schanzer has been involved in real estate as an attorney and investment banker and presently is President and Chief Executive Officer of the Company. Mr. Schanzer has extensive knowledge about the Company, its operations and the retail shopping center industry.

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Roger M. WidmannGregg A. Gonsalves Chairman of the Board		Principal Occupation and Positions Held   •  Age:Age 78: 53 •  Year in which First Elected a Director:Director 2003: 2017 •  Committee(s) Served:Served: Member of the Compensation Committee and the Nominating/Corporate Governance, CommitteeAudit and Compensation Committees •  Principal Occupation and Other Information:Information: Mr. Widmann,Gonsalves is an advisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment banker, has servedfirm. Prior to joining Integrated Capital LLC, Mr. Gonsalves was a managing director in Goldman, Sachs & Co.’s Real Estate Mergers & Acquisition Business, where he was the partner responsible for this business unit. In his 20-year career at Goldman Sachs, Mr. Gonsalves completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies in a wide range of industries. Mr. Gonsalves currently serves on the board of directors of Cowen Inc., RREEF America REIT II, and Pop Tracker LLC, and as the chairman of the Jackie Robinson Foundation. Mr. Gonsalves received a director since 2003B.S. from Columbia University and has beenreceived an M.B.A. from Harvard Business School. Mr. Gonsalves was appointed non-executive Chairman of theour Board since June 2011. He was a principalas of the investment banking firm of Tanner & Co., Inc. from 1997 to 2004. From 1986 to 1995, Mr. Widmann was a senior managing director of Chemical Securities, Inc., a subsidiary of Chemical Banking Corporation (now JPMorgan Chase Corporation). Prior to joining Chemical Securities, Inc., Mr. Widmann was a founder and managing director of First Reserve Corporation, the largest independent energy investing firm in the United States. Previously, he was senior vice president with the investment banking firm of Donaldson, Lufkin & Jenrette, responsible for the firm’s domestic and international investment banking business. He had also been a vice president with New Court Securities (now Rothschild, Inc.). He was a director of Lydall, Inc. (listed on the New York Stock Exchange), a manufacturer of thermal, acoustical and filtration materials, from 1974 to 2004, and its chairman from 1998 to 2004. He is a director of Standard Motor Products, Inc. (listed on the New York Stock Exchange), a manufacturer of automobile replacement parts, is chairman of Keystone National Group, a managing partner of private equity funds, and is chairman and CEO of Cutwater Associates LLC, a corporate advisory firm. He is also a senior moderator of the Aspen Seminar at The Aspen Institute and a member of the Leadership Council of the Committee to Protect Journalists. Mr. Widmann received a B.A. from Brown University and a J.D. from the Columbia University School of Law.January 1, 2021.
Mr. Widmann, who has spent most of his career in the investment banking world and has served as chairman of another public company, brings investment banking expertise and business acumen to the Company. His knowledge has assisted the Company in its capital raising and other finance-related activities.

Mr. Gonsalves’ qualifications for Board membership include his extensive experience in real estate and finance, having had a distinguished career in real estate investment banking, which, among other things, qualifies him as a financial expert on the Audit Committee.

The affirmative vote of a majority of the shares entitled to be voted and presentcast at the Annual Meeting either in person or by proxy is required to elect each of the nominees listed above. It is intended that the accompanying form of proxy card will be voted for the nominees set forth above. If, in the Board’s judgment, some unexpected occurrence should make necessary the substitution of some other person or persons for one or more of these nominees, shares will be voted for such other persons as the Board may select.

The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees listed above.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE BY SIGNING, DATING AND RETURNING THE PROXY CARD.

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Cooperation Agreement with Snow Park

On February 16, 2018, the Company entered into a letter agreement (the “Cooperation Agreement”) with Snow Park Capital Partners, LP and Jeffrey Pierce (collectively, with their affiliates, “Snow Park”). Under the Cooperation Agreement, the Company agreed that it would engage a nationally recognized director search firm to conduct a search to identify as promptly as practicable a new independent director for election or appointment as a director of the Company, and propose an amendment to the Company’s charter enabling stockholders to adopt amendments to ourby-laws. Snow Park will have the right to meet with and interview the candidate identified by the search firm and selected by the Nominating/Corporate Governance Committee provided that Snow Park maintains requisite stock ownership levels, but the Board has the exclusive power to choose, nominate and/or appoint the new independent director.

In addition, Snow Park agreed to certain standstill provisions, including but not limited to agreeing not to (i) engage in any solicitation of proxies or consents with respect to the election or removal of directors; (ii) seek, alone or in concert with others, representation on the Board or the removal of any member of the Board, as well as certain voting provisions, including voting all shares beneficially owned by it or its affiliates, which they are entitled to vote on the record date, in favor of the election of directors nominated by the Board, the charter amendment, and otherwise in accordance with the Board’s recommendation; provided, however, that in the event Institutional Shareholder Services (“ISS”) recommends otherwise with respect to certain proposals, Snow Park shall be permitted to vote in accordance with ISS’s recommendation with respect to those proposals, and Snow Park shall be permitted to vote in its sole discretion with respect to an Extraordinary Transaction (as defined in the Cooperation Agreement); or (iii) acquire, directly or indirectly, additional voting securities of the Company such that Snow Park’s beneficial or economic ownership would exceed 3.9% of the Company’s outstanding common stock.

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CORPORATE GOVERNANCE OVERVIEW

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CORPORATE GOVERNANCE OVERVIEW

Commitment to Stockholder Engagement

We appreciate and value the engagement of our stockholders and actively solicit stockholder feedback. Throughout the year, management communicated in meetings, property visits, telephone calls and/or written communications with several significant stockholders to better understand their perspectives on corporate governance, social responsibility and sustainability, performance, overall compensation, strategy, and business operations. During 2017,

We conducted our executives conducted over 100 telephonic orin-person meetings, including property tours,shareholder outreach early this year with our keyan eye to ensuring that we could give meaningful consideration to the feedback we received, and to be in the best position possible to make responsive changes. We reached out to stockholders representing approximately 60%48% of our outstanding stock. We also arranged for certaincommon stock, and engaged with stockholders representing nearly 20% of our voting shares. Our ability to conduct targeted outreach was limited by greater than usual turnover in our shareholder roster and our consequent limited ability to know with certainty the composition of our shareholder base at any given moment.

During much of such outreach, we made available to our stockholders our CEO and independent directors, including the Chair of our Compensation Committee and the Chair of our Nominating/Corporate Governance Committee. Several shareholders declined our invitation to meet, indicating that they were satisfied with our independent directors directly. Feedback received during our outreach process was then shared with the Boardcurrent compensation and its committees and taken into account when considering proposed changes to corporate governance practices and compensation practices.that they did not deem a meeting necessary at the time.

We alsoIn addition, we have routine telephonic meetings with stockholder proxy advisors, such as ISS, to stay informed as to their views on best practices in governance and compensation trends, recommendations for our Company, and to elicit meaningful feedback as to governance and other measureson initiatives the Company is considering. In general, we

We accord great weight and importance to our stockholders’ concerns. Feedback received positive feedbackfrom our stockholders during our outreach process was shared with the Board and its committees and has been taken into account when considering and, in many cases adopting, proposed changes to corporate governance and compensation practices in the past.

The COVID-19 pandemic has impeded our ability to fully respond to compensation-related shareholder concerns while ensuring adequacy of retention incentives. Notwithstanding the negative impact that the challenging pandemic-era operating environment had on our strategy and onresults, we did not adjust in-flight performance-related incentives for our NEOs. However, the enhanced disclosuresCompensation Committee did, in an exercise of its discretion, approve incremental year-end bonus awards to our Proxy Statement that we implemented last year.

Below is a summary of what we heardNEOs and the actions we tookrest of our employee base to mitigate the impact of forfeiture of that portion of year-end annual incentive compensation keyed to Company-performance targets. This was done both in direct responserecognition of strong performance that resulted in relatively high rent collections through COVID-19 and strong Q4 2020 results, and to our stockholder engagement and studyaddress concerns related to retention of best practices:talent.

The Compensation Committee did not make any COVID-19 related modifications to long-term incentives, apart from the above.

We believe that providing stockholders access to our Board and management on these significant governance enhancements demonstrateissues has enabled us to clarify our commitmentrationale for the performance metrics chosen and their relationship with our compensation structure. We will continue to stockholder engagementactively engage with our investors on these and responsivenessother topics and to stockholderprovide transparent disclosure as to the evolution in our thinking and practices as a result of this important feedback.

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CORPORATE GOVERNANCE OVERVIEW

and advisors, management succession, annual performance evaluation of the Board and Chief Executive Officer, director compensation and meeting procedures. The Corporate Governance Guidelines and Principles are available on the Company’s website atwww.cedarrealtytrust.com.

Code of Business Conduct and Ethics

All of our employees, including our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and Chief Investment Officer, and our directors are required to comply with our Code of Business Conduct and Ethics. Our Code is available on our website atwww.cedarrealtytrust.com.We intend to disclose any amendments we make to, or waivers of, certain provisions of our Code of Business Ethics applicable to our officers and directors on our website within three (3)  business days following such waiver or as otherwise required by the rules of the Securities Exchange Commission (“SEC”) or the NYSE.

Board of Directors

Independent Directors

Pursuant to rules of the New York Stock Exchange (“NYSE”)NYSE and applicable law, a majority of our directors must be “independent”.“independent.” Each year, the Board reviews the independence of the Company’s directors, including a review of any transactions and relationships between each director, or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other. The Board also examines transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent.

As thea result of this year’s review, the Board affirmatively determined that each of Mses. Hootkin, Kanner and Stern and Messrs. Eisenstat, Gonsalves, Kirk,Morris, Rogers, Ross and Widmann, and Ms. Hootkin is independent of the Company and its management. The Board determined that none of these independent directors had any material relationships with the Company. Mr. Schanzer, the Company’s President and Chief Executive Officer, is the only director who is not independent by virtue of his employment with the Company. In addition, none of our directors’ family members are employed by the Company in any capacity. Therefore, following the election of our sixeight director-nominees at the Annual Meeting (and taking into account that Ms. Hootkin and Mr. Widmann are not standing for reelection at the Annual Meeting), we believe that 83.3%87.5% of our Board members will be independent under the NYSE rules.

Leadership Structure of the Board

The Board has anon-executive Chairman to ensure independent oversight of management. Roger M. Widmann, an independent directorCedar is pleased to have announced that as of January 1, 2021, Gregg Gonsalves assumed the Company since 2003, has been chosen by the directors to be thenon-executiverole of Chairman of the Board, succeeding Roger Widmann. Elected to Cedar’s Board in 2017, Mr. Gonsalves has distinguished himself as a Board member, and is also the first diverse director to preside at meetings of the Board. serve as our Company’s Chairman.

Mr. WidmannGonsalves and the othernon-management directors of our Board are actively involved in corporate governance matters and meet in executive session several times during the year, generally on the same day as regularly scheduled meetings of the Board or its committees (or as otherwise considered necessary or appropriate).

A key responsibility of the Board and Chief Executive Officer is to ensure continuity of leadership of the Company. Each year, the Chief Executive Officer presents a succession plan to the Board for its review and consideration.

Board Composition

18At Cedar, we believe that healthy counterpoint catalyzes good decision making. We cultivate cognitive diversity not only at our Board and management levels, but throughout our organizational ranks,

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Board Compositionbecause we believe, among other benefits, that such diversity of viewpoint optimizes the productive exchange of ideas that ultimately drives long-term value.

The following charts illustrate the compositionOur director nominees represent a broad panoply of our Boardperspectives, including with respect to gender, age, race, tenure, skills, and experience, as illustrated below:⁽¹⁾:

Composition

Corporate Governance Documents

We maintain a corporate governance page on our website that includes key documents relating to our corporate governance, including our:

All of these documents can be found by accessing the “Investor Relations”“Investors” tab on our website atwww.cedarrealtytrust.com and clicking on “Corporate Governance.” The documents noted above will also be provided without charge to any stockholder who requests them. We frequentlyregularly review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies and procedures when our Board determines that it would benefit our Company and our stockholders to do so.

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CORPORATE GOVERNANCE OVERVIEW

Share Ownership Guidelines

Our share ownership guidelines require that our CEO and other named executive officers own shares or limited partnership units with an aggregate value of 4x and 2x base salary, respectively. Allrespectively, in each case with a four-year phase-in period. For each non-employee directors must holddirector who has served as a director for four years or more, such director is expected to own shares or limited partnership units with an aggregate value of 4xour common stock, including restricted stock, totaling not less than the number of shares constituting the equity portion of his or her annual retainer.retainer in the aggregate over the previous four years. We believe these stockholding requirements reaffirm the Company’s alignment between ourits strategic decision-makers and its stockholders.

Anti-Hedging and Anti-Pledging Policy

We do not consider it appropriate for any of the Company’s officers, directors or employees to enter into speculative transactions in the Company’s securities that are designed to hedge or offset any decrease in market value of the Company’s securities. As a result, we have adopted a policy that prohibits officers, directors or employees from purchasing puts, calls, options or other derivative securities based on the Company’s securities. The policy also prohibits hedging or monetization transactions, such as forward sale contracts, equity swaps, collars and exchange funds. Officers, directors and employees also are not permitted to purchase securities of the Company on margin, borrow against any account in which the Company’s securities are held or otherwise pledge any securities of the Company.

Risk Management

Management has primary responsibility for identifying, monitoring, mitigating, and managing our exposure to risk, subject to active oversight by our Board. The Board, directly and through its

Age Gender Tenure Independence Financial Expertise 40s 50s 60s 70s Male Female1-4yrs5-9yrs10-14yrs Independent Not Independent Financial expert Not a financial expert

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Audit Committee

The Board has established an Audit Committee consisting of Steven G. Rogers (Chair), Abraham Eisenstat, Gregg A. Gonsalves, and Pamela N. Hootkin, Richard H. Ross and Sharon Stern, all of whom are independent within the meaning of the rules of the NYSE and applicable law. Ms. Hootkin and Messrs. Eisenstat, Gonsalves and RogersFive of the six members of our Audit Committee are qualified as audit committee financial experts within the meaning of applicable law and the Board has determined that each of them has accounting and related financial management expertise under the rules of the NYSE. The designation of “audit committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than are generally imposed on such persons as members of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Board.

The principal functions of the Audit Committee are as follows:

The charter of the Audit Committee is available on the Company’s website atwww.cedarrealtytrust.com

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The charter of the Compensation Committee is available on the Company’s website atwww.cedarrealtytrust.com.

After considering the foregoing, the Compensation Committee determined that (i) Mercer was not engaged by the Company to perform any other services apart from those detailed above; (ii) Mercer was independent of the Company and management of the Company in performing the above services; and (iii) that the engagement of Mercer did not raise any conflicts of interest.

Nominating/Corporate Governance Committee

The Board has established a Nominating/Corporate Governance Committee consisting of Paul G. Kirk, Jr. (Chair until his retirement as a director of the Company effective as of the 2018 Annual Meeting to be held on May 2, 2018), Abraham Eisenstat (Chair-Elect, to assume the role as of May 2, 2018 ifre-elected by stockholders)(Chair), Steven G. Rogers,Gregg A. Gonsalves, Sabrina L. Kanner, Darcy D. Morris, Richard H. Ross and Roger M. Widmann, all of whom are independent within the meaning of the rules of the NYSE and applicable law. The principal functions of the Nominating/Corporate Governance Committee are as follows:

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CORPORATE GOVERNANCE OVERVIEW

Board and Committee Performance Self-Evaluation

To optimize the performance of the Board and its committees each year, the Nominating/Corporate Governance Committee oversees a robust self-assessment of the Board and each of its committees that elicits candid feedback on the performance and effectiveness of the Board and its committees, as well as on the efficacy of the self-evaluation process itself. As part of this self-assessment, directors are asked to consider the Board’s composition and structure, key responsibilities, and meetings, among other criteria. Each committee separately conducts its own assessment, and in assessing its structure and performance, considers its role and the responsibilities articulated in the committee charter, the composition of the committee and the conduct of committee meetings. We believe that a thorough Board and committee evaluation process that is focused on the assessment and alignment of director skills with company strategy is more effective than solely relying on strict tenure limits. Throughout the year, the Board and each of its committees routinely use a portion of their regularly scheduled executive sessions to reflect upon and discuss how their oversight performance on behalf of stockholders might be improved.

Nomination of Directors

The Nominating/Corporate Governance Committee is responsible for the selection and nomination of directors and considers candidates for Board membership suggested by its members, and other Board members, as well as management, stockholders and stockholders.nationally recognized search firms. Stockholders who wish to recommend a nominee should send nominations directly to the Nominating/Corporate Governance Committee, at the principal executive offices of the Company, that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors, including the nominee’s name, business experience and consent to be nominated for membership on our Board and to serve if elected by the stockholders. We did not receive any recommended nominees for director from any of our stockholders, other than from our directors, in connection with the 2018 Annual Meeting.

In February 2018, theThe Nominating/Corporate Governance Committee engaged Ferguson Partners, L.P. (“Ferguson”) to assist inhas a carefully designed protocol for identifying and evaluatingselecting nominees for Board positions, which was enhanced in 2019 to refine the desired attributes identified for potential candidates to fillBoard nominees, and again in 2021 with the Board vacancy left by the impending retirement of Senator Kirk, effective asadoption of the 2018 Annual Meeting. In July 2017, the Company engaged FPL Associates, L.P. (“FPL”), an affiliate of Ferguson, to provide advisory services relating to the design of executive employment agreements and the Company’s long-term equity incentive compensation program. FPL did not provide anynon-compensation related services to management or the Company in 2017. FPL received $12,000 in fees during 2017, and $4,000 in fees during 2018 for services related to executive and long-term incentive compensation. In February 2018, the Nominating/Corporate Governance Committee retained Ferguson to perform director search services and received $46,500 in fees and expenses as of March 9, 2018 relating to that engagement. The services provided by Ferguson and FPL have been reviewed in their entirety by the Company and were determined not to raise any conflicts of interest.

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The Nominating/Corporate Governance Committee may also consider such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertiseappropriate size and diversity of the Company’s Board of Directors, and the evaluationsneeds of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate’s experience with that of other prospective nominees.Board members. In connection with this evaluation, the Nominating/Corporate Governance Committee determines whether the person should be considered for a Board position, and one or more members of the Nominating/Corporate Governance Committee, and others as appropriate, interview prospective nominees in person or by telephone. The candidate is then required to complete a series of compliance and vetting questionnaires, to submit to a background check, to establish qualification for service and fitness to serve, as well as to identify potential conflicts of interest. Upon satisfactory completion inof the interview, vetting process and evaluation, the Nominating/Corporate Governance Committee makes a recommendation to the full Board as to the personsperson(s) who should be nominated by the Board, and the Board determines the nomineesnominee(s) after considering the recommendation and report of the Nominating/Corporate Governance Committee.

There are no differences in the manner in which the Nominating/Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by management, a stockholder, another Board member or the Nominating/Corporate Governance Committee.an outside search firm.

New Director Orientation

The Board has a program for orienting new directors that is overseen by the Nominating/Corporate Governance Committee. New directors receive materials with an overview of their duties and responsibilities, significant corporate governance documents of the Company, incorporation documents, regulatory filings, investor presentations, Company policies and committee calendars. They are also required to complete a series of vetting andannual compliance questionnaires, and financial disclosures. Directors alsoIn addition, directors attend tours of our properties, as opportunities for such visits arise.

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