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):

2019 Proxy StatementApril 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 Noticethe 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 Annual Meetingthis 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

March 29, 2019

Dear Fellow Stockholders:

Please join my fellow directorshis perspectives. Richard is President and me at our 2019 Annual MeetingCFO of Stockholders, which will beQuinn 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 Wednesday, May 1, 2019, at our corporate headquarters in Port Washington, New York. The business we will conduct at the meeting is describedgrocery-anchored shopping centers in the attached Noticesoutheast. Last, Sharon is President of Annual MeetingEastmore Management and Metro Investments, two organizations focused on the acquisition, development, and management of Stockholdersmulti-family residential and Proxy Statement.

A famous aphorism ascribed to the economist John Maynard Keynes states that “the market can remain irrational longer than most investors can remain solvent.” This irrationality was very much in evidence at the end of December 2018 whencommercial properties; as we successfully sold a lower-half rated asset at approximately a 7% cap rate, at the same time thatstart “going vertical” with our entire company was being valued at a 9.5% cap rate. Indeed, atyear-end 2018 our stock was trading at a price that constituted roughly a 50% discount to our consensus net asset value (NAV).

In the face of this dissonance, we forged ahead with announcing and successfully executing a share repurchase funded by the proceeds of our asset sale. I am proud that Cedar has the distinction of being among a very select group of REIT management teams that have, over the last five years, consistently issued equity when trading at a premium to consensus NAV and repurchased shares with the proceeds of lower-half asset sales, when trading at a discount to consensus NAV. This is textbook REIT capital allocation, which we believe is our duty as responsible stewards of shareholder capital. The chart below shows our capital raises from 2014-2018:

Source: SNL as of December 31, 2018.

CEDAR REALTY TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 1, 2019JUNE 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 virtually via live audio webcast, on Thursday, June 3, 2021, at 10:00 a.m. Eastern Time. In view of the continuing 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 offices of the Company, 44 South Bayles Avenue, Port Washington, NY 11050, on Wednesday, May 1, 2019 at 8:30 in the morningVirtual 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 8, 2019 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 20182020 ANNUAL REPORT ARE AVAILABLE AT

HTTP://WWW.CEDARREALTYTRUST.COM.

Sincerely,

ADINA G. STORCH, ESQ.

Executive Vice President, General Counsel and Corporate Secretary

Dated: March 29, 2019April 30, 2021

Port Washington, NY

TABLE OF CONTENTS

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 20192021 Annual Meeting of Stockholders

 

DATE AND TIME:		Wednesday, May 1, 2019Thursday, June 3, 2021 at 8:3010:00 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 8, 2019Monday, April 19, 2021

Items of Business and Board of Directors Vote Recommendations

 

Proposal				Board Vote Recommendation		Page Number
Proposal 1:		To elect seveneight directors to serve until the next annual meeting of stockholders or until earlier death, resignation or removaltheir successors are duly elected and qualify		✓   FOR		11Page 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, 20192021		✓   FOR		Page 59
Proposal 3:		Advisory vote(non-binding) to approve the compensation of our named executive officers as disclosed in this Proxy Statement		✓   FOR		Page 60
Proposal 4:		To approve an amendment to the Company’s 2017 Stock Incentive Plan to increase the number of available shares that may be issued under the plan		✓   FOR		61

Our Director NomineesDirectors (Page 11)17)

 

Name		Age				Director Since		Independent		AC		CC		N/CGC		Age				Director Since		Independent		AC		CC		N/CGC
Abraham Eisenstat(1)			49			2015		Yes						C			51			2015		Yes						C
Gregg A. Gonsalves(1)			51			2017		Yes
Gregg A. Gonsalves(1)(3)																	52			2017		Yes
Pamela N. Hootkin(1)			71			2008		Yes				C
Pamela N. Hootkin(4)																	73			2008		Yes
Sabrina L. Kanner			61			2018		Yes									63			2018		Yes				C
Darcy D. Morris																	40			2021		Yes
Steven G. Rogers(1)			64			2016		Yes		C							66			2016		Yes		C
Richard H. Ross																	62			2021		Yes
Bruce J. Schanzer(2)			50			2011		No									52			2011		No
Roger M. Widmann(3)			79			2003		Yes
Sharon Stern																	36			2021		Yes
Roger M. Widmann(5)																	81			2003		Yes

(1)	Audit Committee Financial Expert

 

(2)	President and Chief Executive Officer

 

(3)	Chairman of the Board

(4)	Audit Committee Financial Expert. Ms. Hootkin will not be standing for reelection at the Annual 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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Reverse Stock Split

2In November 2020, we completed a |1-for-6.6 reverse stock split of our common stock and a corresponding 2019 Proxy Statement1-for-6.6

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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 20192021 Annual Meeting of Stockholders (“2019 Annual Meeting”) or any adjournment thereof. The Company’s Annual Report to Stockholders for the fiscal year ended December 31, 20182020 is being mailed herewith to each stockholder of record.Stockholders may obtain a copy of the Company’s 20182020 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 20182020 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 March 29, 2019.April 30, 2021.

ABOUT THE VIRTUAL ANNUAL MEETING

When and where is the Virtual Annual Meeting?

The 2019 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 1, 2019Thursday, June 3, 2021 at 8:3010:00 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 8, 2019)(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?

All holders of common shares of the Company at the close of business on March 8, 2019,April 19, 2021, the record date for the Annual Meeting, or their duly appointed proxies, are authorized to attend the Annual Meeting. Cameras, recording devices and other electronic devices will not be permitted for use at the meetingNo one other than by the Company.

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PROXY STATEMENT

stockholder is present at the meeting,Annual Meeting, he or she may elect to revoke his/her proxy and vote his/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., 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

Biographical information with respect to our seveneight 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. As noted previously, Ms. Hootkin and Mr. Widmann will not be standing for reelection at the Annual Meeting.

Abraham Eisenstat		Principal Occupation and Positions Held   •  Age:Age 49: 51 •  Year in which First Elected a Director:Director: 2015 •  Committee(s) Served:Served: Chair of the Nominating/Corporate Governance Committee and a member of the Audit Committee •  Principal Occupation and Other Information:Information: Mr. Eisenstat is aco-founder of Eisenstat Capital Partners LP, formerly Dabroes Management LP, which 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

Sabrina L. Kanner		Principal Occupation and Positions Held   •  Age:Age 61: 63 •  Year in which First Elected a Director:Director: 2018 •  Committee(s) Served:Served Member: Chair of the Compensation Committee and member of the Nominating/Corporate Governance CommitteesCommittee •  Principal Occupation and Other Information:Information: Ms. Kanner joined the Board in June 2018, and currently serves as Executive Vice President, Development, Design & Construction at Brookfield Properties, where she has held various positions, including at Brookfield’s predecessor company, over the past 36 years.since 1982. Ms. Kanner also serves on the board of Opus Holding LLC, a privately held company that provides development, design and construction services across asset classes to clients with operations in the Midwest and Southwest. Ms. Kanner is acum laude graduate of Union College, from which she holds a 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.

Ms. Kanner has extensive experience
Darcy D. Morris		Principal Occupation and Positions Held •  Age: 40 •  Year in large-scale real estate constructionwhich First Elected a Director: 2021 •  Committee(s) Served: Member of the Compensation and development spanning multiple decades,Nominating/Corporate Governance Committees •  Principal Occupation and bringsOther Information: 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 Board both experientialboards of The Caldwell Partners International Inc. (TSX: CWL), ZCL Composites Inc. (TSX: ZCL), the Toronto Public Library Foundation and gender diversity.the Art Gallery of Ontario (AGO) Foundation. Prior to co-founding Ewing Morris & Co. Investment Partners, Mr. Morris was a portfolio 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 Peterborough Petes in the Ontario Hockey League in 1998.

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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PROPOSAL 1: ELECTION OF DIRECTORS

Steven G. Rogers		Principal Occupation and Positions Held   •  Age:Age 64: 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 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 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.

Mr. Rogers brings to the Board specialized knowledge Richard H. Ross		Principal Occupation and Positions Held •  Age: 62 •  Year in which First Elected a Director: 2021 •  Committee(s) Served: Member of the REIT industryNominating/Corporate Governance Committee and corporate governance havingthe 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 presidenta director of Independence Realty Trust, Inc. (NYSE: IRT) from 2015 through 2020 and CEO of another NYSE-listed REIT for 25 yearsis a Certified Public Accountant in Florida 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.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 50: 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.

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PROPOSAL 1: ELECTION OF DIRECTORS

Roger M. WidmannGregg A. Gonsalves Chairman of the Board		Principal Occupation and Positions Held   •  Age:Age 79: 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 NYSE), 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 NYSE), a manufacturer of automobile replacement parts, and is CEO of Cutwater Associates LLC, a corporate advisory firm. He is also a board member 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 industry 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.

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CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE OVERVIEW

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/Corporate Governance Committee.

In 2021, on recommendation of the Nominating/Corporate Governance Committee, the Board unanimously voted to make an affirmative commitment to include, and require any search firm the Nominating/Corporate Governance Committee engages to include, women and minority candidates in the initial pool from which the Committee selects director candidates. In so adopting the more stringent form of the so-called “Rooney Rule,” the Company codified some of its core beliefs and practices in promoting diversity, as demonstrated by the current composition of our Board.

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. In 2018, based on our study of positive trends and best practices in corporate governance, we adopted an important stockholder-friendly governance measure approved with 99.9% support by our stockholders, which amended our charter andby-laws to give stockholders the right to act to amend ourby-laws, as opposed to reserving this right exclusively to the Board. Our adoption of this change, among other stockholder-favored governance measures, is indicative of the Company’s commitment to stockholder enfranchisement and evidences the importance management and the Board place on open dialogue with our valued investors.

Other notable features of our corporate governance are summarized as follows:

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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 2018, as part ofWe conducted our stockholder engagement,shareholder outreach early this year with an eye to ensuring that we contactedcould 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 accounting for over 65%representing approximately 48% of our outstanding shares,common stock, and received acceptances from, and actively engaged with stockholders representing over 40%nearly 20% of our outstanding commonvoting 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 several independent directors, representing all of our Board committees, including the ChairsChair of our Compensation Committee and the Chair of our Nominating/Corporate Governance Committees.Committee. Several shareholders declined our invitation to meet, indicating that they were satisfied with our current compensation and corporate governance practices and that they did not deem a meeting necessary at the time. Including our directors’ and executives’ outreach to shareholders, the Company conducted over 100 telephonic orin-person meetings with key stockholders during 2018 alone. We also took key stockholders who expressed interest on guided tours of our properties.

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

We accord great weight and importance to our stockholders’ concerns. Feedback received from 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.practices in the past.

Below is a summaryThe COVID-19 pandemic has impeded our ability to fully respond to compensation-related shareholder concerns while ensuring adequacy of whatretention incentives. Notwithstanding the negative impact that the challenging pandemic-era operating environment had on our results, we learned fromdid not adjust in-flight performance-related incentives for our stockholders overNEOs. However, the past several yearsCompensation Committee did, in an exercise of its discretion, approve incremental year-end bonus awards to our NEOs 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.

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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 NYSE and applicable law, a majority of our directors must be “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.

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

Our director nominees represent a broad panoply of perspectives, including with respect to gender, age, race, tenure, skills, and experience, as illustrated below:⁽¹⁾

Composition

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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, in each case with a four-yearphase-in period. For eachnon-employee director who has served as a director for four years or more, such director is expected to own shares of our common stock, including restricted stock, totaling not less than the number of shares constituting the equity portion of his or her annual retainer in the aggregate over the previous four years. We believe these stockholding requirements reaffirm the Company’s alignment between its 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

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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. AllFive 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:

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

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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, other Board members, management, stockholders and 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

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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

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Communications with the Board

The Nominating/Corporate Governance Committee of the Board has approved a process for handling letters received by the Company and addressed tonon-management members of the Board. Stockholders and other parties interested in communicating with any of the directors of the Company (or the Board as a group), may do so by writing to the Secretary of the Company, at 44 South Bayles Avenue, Port Washington, NY 11050. The Secretary will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in the Secretary’s opinion, deals with the functions of the Board or committees thereof or that she otherwise determines requires the Board’s attention. The Board or any member thereof may at any time request that copies of all such correspondence be forwarded to the Board.

Correspondence relating to accounting, internal controls or auditing matters that could materially impact the Company’s financial statements is handled by the Audit Committee in accordance with its procedures.

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EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The Company’s named executive officers are as follows:

Bruce J. Schanzer   Age  5052   Position:  President and Chief Executive Officer   Served as Named Executive Officer Since  2011		Biographical 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.
Philip R. Mays   Age  5153   Position:  Executive Vice President Chief Financial Officer and Treasurer   Served as Named Executive Officer Since  2011		Biographical Information   Mr. Mays joined the Company in June 2011 after six years with Federal Realty Investment Trust, where he served in various positions including Controller, Chief Accounting Officer and most recently, Vice President, Chief Accounting Officer. Prior to joining Federal Realty, Mr. Mays was Vice President of Finance and Corporate Controller for CRIIMI MAE, Inc. Earlier in his career, Mr. Mays held various accounting and finance positions, including seven years as an accountant at Ernst & Young LLP, achieving senior manager status at its office in Dallas/Fort Worth, Texas. At Ernst & Young LLP, he supervised audits and assisted clients in real estate, construction and hospitality, including public REITs. Mr. Mays has been a C.P.A. since 1993 and has a B.S. degree with a double major in accounting and finance from Jacksonville University in Jacksonville, Florida.

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Robin M. Zeigler   Age  4648   Position:  Executive Vice President and Chief Operating Officer   Served as Named Executive Officer Since  2016		Biographical Information   Ms. Zeigler joined the Company in March 2016 after serving as Executive Vice President and Head of Operations at Penzance, a Washington, D.C.-based commercial real estate investment company, since January 2015. From 2005 to 2015, Ms. Zeigler worked at Federal Realty Investment Trust, most recently serving as Chief Operating Officer for theMid-Atlantic Region. In that capacity, she was responsible for the operations of a portfolio of over 40 shopping centers and fivemixed-use projects representing approximately 7.3 million square feet. Additionally, Ms. Zeigler provided oversight and strategic direction onmixed-use development and redevelopment projects. Ms. Zeigler holds a B.S. in Accounting from Florida A&M University and an M.B.A. from Georgia State University.

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

This section of our Proxy Statement discusses the principles underlying our executive compensation policies and decisions for our named executive officers. For 2018,2020, the Company’s named executive officers were:

No other employees of the Company qualified as executive officers under the applicable rules and regulations of the SEC.

In June 2011, the Company hired Mr. Bruce J. Schanzer as CEO and Mr. Philip R. Mays as CFO as part of a long-term strategic plan for improving Company performance. At the time they were hired, the Company and the Compensation Committee affirmed that a core objective of the executive compensation program was to align management’s compensation with long-term stockholder value creation.

Performance Highlights

In executing our long-term strategic plan, we have achieved several important improvements to our portfolio, balance sheet and earnings, as illustrated below:

PORTFOLIO

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set in February 2020, prior to award our CEO, CFOthe onset of the COVID-19 pandemic and COO annual bonusesnot adjusted downward subsequently, relatively strong portfolio performance with market-leading collections and particularly strong Q4 2020 results, and strong individual performance reviews for each of $720,000, $342,000the NEOs. In light of the foregoing, particularly the executives’ strong performance through the pandemic, and $342,000, respectively, which corresponded to 90% of their respective target amounts. The Company’s performance-based component was based on 2018 Operating FFO that corresponded to payout at the full target amount, butaddress retention concerns, the Compensation Committee and Board exercisedawarded each of the NEOs (along with other members of senior management) 50% of their discretion to exclude certainnon-recurring income, resulting in an adjusted Operating FFO below2020 target but above the threshold amount. Were thosenon-recurring income items not excluded, the payout to our executivesannual bonuses, which would have been higher. The individual performance-based componentthe payout if the threshold operating FFO was valued accordingmet. For the NEOs, these bonuses amounted to an assessment of attainment of goals applicable to each named executive officer’s function.$375,000 for the CEO, $207,100 for the COO and $190,000 for the CFO, respectively.

Long-term equity incentive compensation vestsfor our COO and CFO is awarded based on a combination of average total shareholder return (“TSR”) over a three-year historical period and individual performance assessment. Once granted, the vesting of such long-term equity incentive awards is based on continued service to the Company. For the CEO, half of his 2018 grant is time-based, contingent upon continuous employment with the Company, and for the CEO, the Company’s TSR.half is performance-based, contingent upon attainment of certain TSR targets. We believe that awarding senior executives a significant amount of their compensation in the form of equity incentive awards aligns management’s incentives with long-term stockholder value creation and encourages retention.

To effectively ensure the alignment of executive compensation with long-term performance, we have at times (including this year for our CEO) awarded multi-year equity awards to top executives, generally in the form of restricted stock grants, with a five-year vesting period, which is longer than our typical three-year vesting period, in lieu of annual grants over a subsequent multi-year period. Stock grants that contain long-term vesting provisions give senior executives an incentive to remain with the Company. Also, long vesting periods, coupled with performance conditions for our executives that are based, in part, on achievement of an average TSR goal over the preceding three-year period, create a significant positive incentive to make decisions that engender strong results over a sustained period of time. We believe this structure appropriately focuses our executive officers on the creation of long-term value and encourages prudent evaluation of risks. Performance-based equity ensures alignment of executive incentives with stockholder returns.

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